Amplify Energy Corp. — Director's Dealing 2019

Aug 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Amplify Energy Corp. (AMPY)
CIK: 0001533924
Period of Report: 2019-08-06

Reporting Person: Weatherholt Scott C (EVP-GC, Corp Secty EVP-Land)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-06	Common Stock	M	42916	—	Acquired	114869	Direct
2019-08-06	Common Stock	F	28310	$4.36	Disposed	86559	Direct
2019-08-06	Common Stock	D	9327	$10.00	Disposed	77232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-06	Performance Stock Units	$	M	42916	Disposed		Common Stock (42916)	Direct

Footnotes

F1: Represents shares sold to the Issuer in connection with the previously announced Issuer tender offer.

F2: Each performance stock unit represents a contingent right to receive one share of common stock of the Issuer.

F3: Pursuant to that certain Agreement and Plan of Merger, dated as of May 5, 2019, by and among the Issuer (formerly known as Midstates Petroleum Company, Inc.), Amplify Energy Corp. ("Legacy Amplify") and Midstates Holdings, Inc., a direct wholly owned subsidiary of the Issuer ("Merger Sub"), on August 6, 2019, Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the merger as a wholly owned subsidiary of the Issuer, and immediately thereafter, as part of the same transaction, Legacy Amplify merged with and into a wholly owned subsidiary of the Issuer, with such subsidiary continuing as the surviving entity (the "Merger"). At the closing of the Merger, each outstanding restricted stock unit and performance stock unit award held by the Reporting Person immediately became fully vested and was settled in shares of the Issuer's common stock.