Amplify Energy Corp. — Major Shareholding Notification 2016

Jan 9, 2016

SC 13D/A 1 a16-1514_1sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

*(Amendment No. 6)*

*Under the Securities Exchange Act of 1934*

*Midstates Petroleum Company, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*59804T100*

(CUSIP Number)

*Dianna Rosser Aprile*

*c/o Riverstone Holdings LLC*

*712 Fifth Avenue, 36 th Floor*

*New York, NY 10019*

*(212) 993-0076*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*January 7, 2016*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

SEQ.=1,FOLIO='',FILE='C:\JMS\108738\16-1514-1\task7729925\1514-1-ba.htm',USER='108738',CD='Jan 8 20:08 2016'

CUSIP No. 59804T100 — 1	Name of Reporting Person R/C IV Eagle Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group
	(a):	o
	(b):	x
3	SEC Use Only
4	Source of Funds OO (please see Item 3 below)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 2,890,046
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,890,046
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,046
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 26.5% (1)
14	Type of Reporting Person PN

(1) Based on 10,892,301 shares of common stock outstanding as of January 6, 2016.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\108738\16-1514-1\task7729925\1514-1-ba.htm',USER='108738',CD='Jan 8 20:08 2016'

CUSIP No. 59804T100 — 1	Name of Reporting Person Riverstone/Carlyle Energy Partners IV, L.P.
2	Check the Appropriate Box if a Member of a Group
	(a):	o
	(b):	x
3	SEC Use Only
4	Source of Funds OO (please see Item 3 below)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 2,890,046
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,890,046
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,046
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 26.5% (1)
14	Type of Reporting Person PN

(1) Based on 10,892,301 shares of common stock outstanding as of January 6, 2016.

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\108738\16-1514-1\task7729925\1514-1-ba.htm',USER='108738',CD='Jan 8 20:08 2016'

CUSIP No. 59804T100 — 1	Name of Reporting Person R/C Energy GP IV, LLC
2	Check the Appropriate Box if a Member of a Group
	(a):	o
	(b):	x
3	SEC Use Only
4	Source of Funds OO (please see Item 3 below)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 2,890,046
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,890,046
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,046
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 26.5% (1)
14	Type of Reporting Person OO

(1) Based on 10,892,301 shares of common stock outstanding as of January 6, 2016.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\108738\16-1514-1\task7729925\1514-1-ba.htm',USER='108738',CD='Jan 8 20:08 2016'

This Amendment No. 6 (this “Amendment”) amends and supplements the Schedule 13D filed on August 12, 2013, as amended and supplemented by Amendment No. 1 filed on September 30, 2015, Amendment No. 2 filed on October 5, 2015, Amendment No. 3 filed on October 7, 2015, Amendment No. 4 filed on October 9, 2015 and Amendment No. 5 filed on November 17, 2015 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), by the Reporting Persons (as defined below) with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 4.	Purpose of Transaction
This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following to the end of the second paragraph: “On November 17, 2015, Eagle Holdings sold an aggregate of 8,400 shares of Common Stock at a weighted average price of $3.68 pursuant to Rule 144. On November 18, 2015, Eagle Holdings sold an aggregate of 9,500 shares of Common Stock at a weighted average price of $3.63 pursuant to Rule 144. On November 19, Eagle Holdings sold an aggregate of 7,444 shares of Common Stock at a weighted average price of $3.42 pursuant to Rule 144. On November 20, 2015, Eagle Holdings sold an aggregate of 3,932 shares of Common Stock at a weighted average price of $3.44 pursuant to Rule 144. On November 23, 2015, Eagle Holdings sold an aggregate of 800 shares of Common Stock at a weighted average price of $3.33 pursuant to Rule 144. On November 24, 2015, Eagle Holdings sold an aggregate of 13,500 shares of Common Stock at a weighted average price of $3.39 pursuant to Rule 144. On November 25, 2015, Eagle Holdings sold an aggregate of 3,891 shares of Common Stock at a weighted average price of $3.78 pursuant to Rule 144. On November 27, 2015, Eagle Holdings sold an aggregate of 100 shares of Common Stock at a price of $3.31 pursuant to Rule 144. On November 30, 2015, Eagle Holdings sold an aggregate of 2,200 shares of Common Stock at a weighted average price of $3.31 pursuant to Rule 144. On December 1, 2015, Eagle Holdings sold an aggregate of 1,000 shares of Common Stock at a weighted average price of $3.34 pursuant to Rule 144. On December 3, 2015, Eagle Holdings sold an aggregate of 400 shares of Common Stock at a price of $3.30 pursuant to Rule 144. On January 6, 2016, Eagle Holdings sold an aggregate of 33,295 shares of Common Stock at a weighted average price of $1.81. On January 7, 2016, Eagle Holdings sold an aggregate of 9,000 shares of Common Stock at a weighted average price of $1.59.”
Item 5.	Interest in Securities of the Issuer
This Amendment amends and restates Sections (a)-(b) of Item 5 of the Original Schedule 13D in their entirety as set forth below: “(a)-(b) The percentage ownership of Common Stock provided for each Reporting Person below is based on 10,867,859 shares of common stock outstanding as of November 10, 2015:

R/C IV Eagle Holdings, L.P.
a) Amount beneficially owned: 2,890,046	Percentage: 26.5%
b) Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 2,890,046
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 2,890,046
Riverstone/Carlyle Energy Partners IV, L.P.
a) Amount beneficially owned: 2,890,046	Percentage: 26.5%
b) Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 2,890,046
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 2,890,046

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\108738\16-1514-1\task7729925\1514-1-ba.htm',USER='108738',CD='Jan 8 20:08 2016'

R/C Energy GP IV, LLC
a) Amount beneficially owned: 2,890,046	Percentage: 26.5%
b) Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 2,890,046
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 2,890,046

Ultimate R/C GP is the general partner of R/C GP, which is the general partner of Eagle Holdings. Each of Ultimate R/C GP and R/C GP may be deemed to indirectly own the Converted Shares owned by Eagle Holdings.”

This Amendment amends and supplements Section (c) of Item 5 of the Original Schedule 13D as set forth below:

“On November 17, 2015, Eagle Holdings sold an aggregate of 8,400 shares of Common Stock in open market transactions at a weighted average price of $3.68 pursuant to Rule 144. On November 18, 2015, Eagle Holdings sold an aggregate of 9,500 shares of Common Stock in open market transactions at a weighted average price of $3.63 pursuant to Rule 144. On November 19, Eagle Holdings sold an aggregate of 7,444 shares of Common Stock in open market transactions at a weighted average price of $3.42 pursuant to Rule 144. On November 20, 2015, Eagle Holdings sold an aggregate of 3,932 shares of Common Stock in open market transactions at a weighted average price of $3.44 pursuant to Rule 144. On November 23, 2015, Eagle Holdings sold an aggregate of 800 shares of Common Stock in open market transactions at a weighted average price of $3.23 pursuant to Rule 144. On November 24, 2015, Eagle Holdings sold an aggregate of 13,500 shares of Common Stock in open market transactions at a weighted average price of $3.39 pursuant to Rule 144. On November 25, 2015, Eagle Holdings sold an aggregate of 3,891 shares of Common Stock in open market transactions at a weighted average price of $3.78 pursuant to Rule 144. On November 27, 2015, Eagle Holdings sold an aggregate of 100 shares of Common Stock in an open market transaction at a price of $3.31 pursuant to Rule 144. On November 30, 2015, Eagle Holdings sold an aggregate of 2,200 shares of Common Stock in open market transactions at a weighted average price of $3.31 pursuant to Rule 144. On December 1, 2015, Eagle Holdings sold an aggregate of 1,000 shares of Common Stock in open market transactions at a weighted average price of $3.34 pursuant to Rule 144. On December 3, 2015, Eagle Holdings sold an aggregate of 400 shares of Common Stock in an open market transaction at a price of $3.30 pursuant to Rule 144. On January 6, 2016, Eagle Holdings sold an aggregate of 33,295 shares of Common Stock in open market transactions at a weighted average price of $1.81. On January 7, 2016, Eagle Holdings sold an aggregate of 9,000 shares of Common Stock in open market transactions at a weighted average price of $1.59.”

ITEM 7. Material to be Filed as Exhibits

Exhibit 99.1 — Joint Filing Agreement (filed as Exhibit 99.1 to Amendment No. 2 to the Reporting Persons’ Schedule 13D filed with the Commission on October 5, 2015)

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\108738\16-1514-1\task7729925\1514-1-ba.htm',USER='108738',CD='Jan 8 20:08 2016'

*SIGNATURE PAGE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 8, 2016

R/C IV EAGLE HOLDINGS, L.P.
BY:	RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P., Its General Partner
BY:	R/C ENERGY GP IV, LLC, Its General Partner
By:	/s/ Thomas Walker
	Name: Thomas Walker
	Title: Managing Director
RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.
BY:	R/C ENERGY GP IV, LLC, Its General Partner
By:	/s/ Thomas Walker
	Name: Thomas Walker
	Title: Managing Director
R/C ENERGY GP IV, LLC
By:	/s/ Thomas Walker
	Name: Thomas Walker
	Title: Managing Director

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\108738\16-1514-1\task7729925\1514-1-ba.htm',USER='108738',CD='Jan 8 20:08 2016'