SEC Form 4 · accession 0000902664-17-004548
Amplify Energy Corp. · AMPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Centerbridge Credit Partners, L.P.
10% Owner
Period of report
Dec 8, 2017
Accepted (ET)
Dec 12, 2017 · 5:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001533924
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F5,F6,F7,F8,F9,F10,F11 | $24.00 | Dec 8, 2017 | S | 243,053 | D | Oct 21, 2016 | Apr 21, 2020 | Common Stock, par value $0.01 ("Common Stock") | 243,054 | 0 | D |
| WarrantF2,F5,F6,F7,F8,F9,F10 | $24.00 | Dec 8, 2017 | S | 314,836 | D | Oct 21, 2016 | Apr 21, 2020 | Common Stock | 314,836 | 0 | I |
| WarrantF3,F5,F6,F7,F8,F9,F10 | $24.00 | Dec 8, 2017 | S | 77,838 | D | Oct 21, 2016 | Apr 21, 2020 | Common Stock | 77,838 | 0 | I |
| WarrantF4,F5,F6,F7,F8,F9,F10 | $24.00 | Dec 8, 2017 | S | 360,928 | D | Oct 21, 2016 | Apr 21, 2020 | Common Stock | 360,928 | 0 | I |
Explanation of responses
- F1These securities are held by Centerbridge Credit Partners, L.P. ("Credit Partners").
- F10The Form 3 filed by the Reporting Persons on October 27, 2016 misstated the expiration date.
- F11The Form 3 filed by the Reporting Persons on October 27, 2016 understated the number of shares of Common Stock underlying the Warrant held by Credit Partners by one (1) share of Common Stock due to a rounding error.
- F2These securities are held by Centerbridge Special Credit Partners II AIV III, L.P. ("Special Credit Partners II AIV").
- F3These securities are held by Centerbridge Credit Partners Offshore Intermediate III, L.P. ("Credit Partners Offshore Intermediate III").
- F4These securities are held by Centerbridge Credit Partners TE Intermediate I, L.P. ("Credit Partners TE Intermediate I," together with Credit Partners, Special Credit Partners II AIV, Credit Partners Offshore Intermediate III, and Credit Partners Intermediate I, the "Centerbridge Funds").
- F5Centerbridge Credit Partners General Partner, L.P. ("Onshore GP") is the general partner of Credit Partners and Credit Partners TE Intermediate I, and, as such, it may be deemed to beneficially own the securities held by Credit Partners and Credit Partners TE Intermediate I. Centerbridge Credit Partners Offshore General Partner, L.P. ("Offshore GP") is the general partner of Credit Partners Offshore Intermediate III, and, as such, it may be deemed to beneficially own the securities held by Credit Partners Offshore Intermediate III. Centerbridge Credit Cayman GP Ltd. ("Credit GP") is the general partner of each of Onshore GP and Offshore GP, and, as such, it may be deemed to beneficially own the securities held by Credit Partners, Credit Partners TE Intermediate I and Credit Partners Offshore Intermediate III.
- F6Centerbridge Special Credit Partners General Partner II, L.P., ("CSCPGP II") is the general partner of Special Credit Partners II AIV and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II AIV. CSCP II Cayman GP Ltd. ("CSCP II Cayman Ltd.") is the general partner of CSCPGP II, and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II AIV.
- F7Mark T. Gallogly and Jeffrey H. Aronson, indirectly, through various intermediate entities control each of the Centerbridge Funds, and, as such, Mark T. Gallogly and Jeffrey H. Aronson may be deemed to beneficially own the securities held by the Centerbridge Funds.
- F8For purposes of this filing, "Reporting Persons" means, as applicable, Credit Partners, Special Credit Partners II AIV, Credit Partners Offshore Intermediate III, Credit Partners TE Intermediate I, Onshore GP, Offshore GP, Credit GP, CSCPGP II, CSCP II Cayman Ltd., Mr. Aronson, and Mr. Gallogly.
- F9The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein and each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Act, except to the extent of such Reporting Person's pecuniary interest therein.
Remarks
To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.