0000899243-19-021125.txt : 20190806 0000899243-19-021125.hdr.sgml : 20190806 20190806170549 ACCESSION NUMBER: 0000899243-19-021125 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190806 FILED AS OF DATE: 20190806 DATE AS OF CHANGE: 20190806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Willis Eric M. CENTRAL INDEX KEY: 0001782521 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35512 FILM NUMBER: 191002986 MAIL ADDRESS: STREET 1: 500 DALLAS STREET, SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Amplify Energy Corp. CENTRAL INDEX KEY: 0001533924 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453691816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-588-8369 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Midstates Petroleum Company, Inc. DATE OF NAME CHANGE: 20111031 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-08-06 0 0001533924 Amplify Energy Corp. AMPY 0001782521 Willis Eric M. C/O AMPLIFY ENERGY CORP. 500 DALLAS STREET, SUITE 1700 HOUSTON TX 77002 0 1 0 0 See Remarks Common Stock, par value $0.01 per share 2019-08-06 4 A 0 23171 A 23171 D Restricted Stock Units 2019-08-06 4 A 0 27990 A Common Stock 27990 27990 D Restricted Stock Units 2019-08-06 4 A 0 9330 A Common Stock 9330 9330 D Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2019 (the "Merger Agreement"), by and among Midstates Petroleum Company, Inc. ("Midstates"), Midstates Holdings, Inc., a wholly owned subsidiary of Midstates ("Merger Sub") and Amplify Energy Corp. ("Legacy Amplify"), on August 6, 2019 (the "Effective Time"), Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the merger as a wholly owned subsidiary of Midstates. Immediately after the Effective Time, Midstates changed its name to "Amplify Energy Corp." (the "Combined Company"). At the Effective Time, each share of Legacy Amplify common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.933 shares of the Combined Company, rounded up to the nearest whole share (the "Exchange Ratio"). On the trading day immediately prior to the Effective Time, the closing price of Midstates' common stock was $4.36 per share. These restricted stock units with service-based vesting conditions ("TSUs") were originally granted under the Legacy Amplify Management Incentive Plan (the "MIP Plan") and vest periodically so long as the reporting person remains employed by the Combined Company or one of its affiliates on each applicable vesting date. At the Effective Time, the Combined Company assumed the MIP Plan and related award agreements and the existing TSUs became restricted stock units of the Combined Company, subject to the Exchange Ratio. These restricted stock units with performance- and service-based vesting conditions ("PSUs") were originally granted under the MIP Plan and vest periodically so long as the reporting person remains employed by the Combined Company or one of its affiliates on each applicable vesting date. At the Effective Time, the Combined Company assumed the MIP Plan and related award agreements and the existing PSUs became restricted stock units of the Combined Company, subject to the Exchange Ratio. SENIOR VICE PRESIDENT, GENERAL COUNSEL & LAND /s/ Eric M. Willis 2019-08-06