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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Willis Eric M. 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)
SVP, GENERAL COUNSEL & LAND
(Last)         (First)         (Middle)
500 DALLAS ST., SUITE 1700
3. Date of Earliest Transaction (MM/DD/YYYY)
10/1/2021
(Street)
HOUSTON, TX 77002
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  10/1/2021    M    2352 (1) A  (1) 73579 (2) D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   (3) 4/1/2021    A     37287       (3)  (3) Common Stock  37287  $0  37287  D 
 
Restricted Stock Units   (4) 4/1/2021    A     37287       (4)  (4) Common Stock  37287  $0  74574 (2) D 
 

Explanation of Responses:
(1)  Reflects shares of common stock, par value $0.01 per share ("Common Stock") of Amplify Energy Corp. (the "Company") granted upon settlement of previously awarded restricted stock units with service-based vesting conditions ("TSUs").
(2)  The total shares reported as directly held in Table I, Column 5 of this Form 4 reflect a decrease of 37,287 shares representing previously awarded, but unvested, TSUs and 37,287 shares representing previously awarded, but unvested, restricted stock units with performance and service-based vesting conditions ("PSUs") that were previously reported in Table I. These PSUs and TSUs are now reported in Table II of this Form 4.
(3)  These PSUs were granted under the Amplify Energy Corp. Equity Incentive Plan and vest pursuant to the Company's achievement of certain performance goals and so long as the reporting person remains an officer of the Company through the vesting date. Each PSU represents a contingent right to receive, upon vesting, up to 200% of one share of the Company's Common Stock.
(4)  These TSUs were granted under the Amplify Energy Corp. Equity Incentive Plan. One-third of the TSUs vest on the first anniversary of the date of grant, one-third of the TSUs vest on the second anniversary of the date of grant and one-third of the TSUs vest on the third anniversary of the date of grant, so long as the reporting person remains an officer of the Company through the applicable vesting date. Each TSU represents a contingent right to receive one share of Common Stock of the Company upon vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Willis Eric M.
500 DALLAS ST.
SUITE 1700
HOUSTON, TX 77002


SVP, GENERAL COUNSEL & LAND

Signatures
/s/ Eric M. Willis 10/5/2021
**Signature of Reporting Person Date
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