Sec Form 4 Filing - DuBard Denise @ Amplify Energy Corp. - 2019-08-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DuBard Denise 2. Issuer Name and Ticker or Trading Symbol Amplify Energy Corp. [ AMPY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O AMPLIFY ENERGY CORP., 500 DALLAS STREET, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2019 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 08/06/2019 A 10,356 A 10,356 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 08/06/2019 A 7,776 ( 2 ) ( 2 ) ( 2 ) Common Stock 7,776 $ 1 7,776 D Restricted Stock Units ( 1 ) 08/06/2019 A 11,663 ( 3 ) ( 3 ) ( 3 ) Common Stock 11,663 $ 1 11,663 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DuBard Denise C/O AMPLIFY ENERGY CORP. 500 DALLAS STREET, SUITE 1700 HOUSTON, TX77002 See Remarks Signatures /s/ Eric M. Willis, Attorney-in-Fact 08/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

Remarks: VICE PRESIDENT & CHIEF ACCOUNTING OFFICER

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