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