Statement of Changes in Beneficial Ownership (4)
03 Februar 2022 - 12:18AM
Edgar (US Regulatory)
FORM 4
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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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OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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McGlynn Jason William |
2. Issuer Name and Ticker or Trading Symbol
Amplify Energy Corp.
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AMPY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, CHIEF FINANCIAL OFFICER |
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(Last)
(First)
(Middle)
C/O AMPLIFY ENERGY CORP., 500 DALLAS STREET SUITE 1700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2022 |
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.01 per share | 2/1/2022 | | M | | 7724 | A | (1) | 35652 | D | |
| Common Stock, par value $0.01 per share | 2/1/2022 | | F | | 2291 | D | $3.11 | 33361 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | | 23171 | | (3) | (3) | Common Stock | 23171 | $0.00 | 23171 | D | |
| Restricted Stock Units | (4) | 4/1/2021 | | A | | 30895 | | (4) | (4) | Common Stock | 30895 | $0.00 | 54066 (2) | D | |
| Restricted Stock Units | (5) | 1/19/2020 | | A | | 41667 | | (5) | (5) | Common Stock | 41667 | $0.00 | 95733 | D | |
| Restricted Stock Units | (6) | 2/1/2022 | | A | | 29876 | | (6) | (6) | Common Stock | 29876 | $0.00 | 125609 | D | |
| Restricted Stock Units | (7) | 2/1/2022 | | A | | 29876 | | (7) | (7) | Common Stock | 29876 | $0.00 | 155485 | 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 performance and service-based vesting conditions ("PSUs"). |
| (2) | The total shares reported as directly held in Table I, Column 5 of this Form 4 reflect a decrease of 30,895 shares representing previously awarded, but unvested, PSUs and 30,895 shares representing previously awarded, but unvested, restricted stock units with service-based vesting conditions ("TSUs") 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 employed by 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 TSU's 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. |
| (5) | Share amount reflects an aggregate number and represents 25,000 PSUs and 16,667 TSUs. These TSUs and PSUs were originally granted under the Legacy Amplify Management Incentive Plan and vest periodically so long as the reporting person remains employed by Amplify Energy Corp. or one of its affiliates on each applicable vesting date. The TSUs and PSUs convert into common stock on a one-for-one basis. |
| (6) | Share amount reflects an aggregate number and represents 29,876 TSUs. These TSUs were granted under the Amplify Energy Corp. Equity Incentive Plan and vest on the first anniversary of the date of grant so long as the reporting person remains employed by the Company through the vesting date. The TSUs convert into the Company's Common Stock on a one-for-one basis. |
| (7) | Share amount reflects an aggregate number and represents 29,876 PSUs. 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 employed by 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
McGlynn Jason William
C/O AMPLIFY ENERGY CORP.
500 DALLAS STREET SUITE 1700
HOUSTON, TX 77002 |
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| SVP, CHIEF FINANCIAL OFFICER |
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Signatures
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| /s/ Eric M. Willis, Attorney-in-Fact | | 2/2/2022 |
| **Signature of Reporting Person | Date |
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