Sec Form 13D Filing - BRIGADE CAPITAL MANAGEMENT LLC filing for Amplify Energy Corp. (AMPY) - 2020-08-14

CUSIP No. 03212B103

CUSIP No. 03212B103

CUSIP No. 03212B103

Explanatory Note

This Amendment No. 5 ("Amendment") relates to the common stock, $0.01 par value per share (the "Common Stock"), of Amplify Energy Corp. (the "Issuer"). This Amendment amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 16, 2019 (the "initial Schedule 13D"), as amended by Amendment No. 1, dated June 26, 2020, as amended by Amendment No. 2, dated July 1, 2020, as amended by Amendment No. 3, dated August 5, 2020, as amended by Amendment No. 4, dated August 11, 2020 (the initial Schedule 13D, together with the amendments, the “Schedule 13D”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. The items of the Schedule 13D are amended as described herein, and only those items amended are reported herein. Unless otherwise stated herein, the Schedule 13D remains in full force and effect. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 1. Security and Issuer.

The securities to which this statement relates are shares of Common Stock of the Issuer. The principal executive offices of the Issuer are located at 500 Dallas Street, Suite 1700, Houston, Texas 77002.

Item 2. Identity and Background.

(a), (b) and (c) This statement is being filed by the following persons: Brigade Capital Management, LP, a Delaware limited partnership (“Brigade CM”), Brigade Capital Management GP, LLC, a Delaware limited liability company (“Brigade GP”) and Donald E. Morgan, III.

Brigade CM, Brigade GP and Mr. Morgan are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons” or “Brigade.”

The principal business of Brigade CM is managing investments. The business address and principal executive offices of Brigade CM are located at 399 Park Avenue, 16th Floor, New York, NY 10022.

Brigade GP is the general partner of Brigade CM. The business address and principal executive offices of Brigade GP are located at 399 Park Avenue, 16th Floor, New York, NY 10022.

Mr. Morgan is the managing member of Brigade GP and his business address is 399 Park Avenue, 16th Floor, New York, NY 10022.

The shares of Common Stock to which this Amendment No. 5 to Schedule 13D relates are held directly by private investment funds and accounts managed by Brigade CM.

(d) and (e) During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Each natural person identified in this Item 2 is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

No material changes from the Schedule 13D filed by the Reporting Persons on August 16, 2019, as amended by Amendment No. 1 to Schedule 13D, dated June 26, 2020, as amended by Amendment No. 2 to Schedule 13D, dated July 1, 2020, as amended by Amendment No. 3 to Schedule 13D, dated August 5, 2020, as amended by Amendment No. 4 to Schedule 13D, dated August 11, 2020.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons are filing this Amendment No. 5 to Schedule 13D to report a change in their respective beneficial ownership percentages of the Common Stock, as indicated in Item 5 below.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)    As of the date hereof, the Reporting Persons beneficially own an aggregate of 1,785,521 shares of Common Stock, representing approximately 4.75% of the 37,621,684 shares of Common Stock of the Issuer outstanding as of July 31, 2020 according to the Form 10-Q filed by the Issuer on August 5, 2020.

(b)    The shares of Common Stock are held directly by private investment funds and accounts managed by Brigade CM. As of the date hereof, the Reporting Persons have the shared power to vote and dispose of 1,785,521 shares of Common Stock.

(c)    Please see Exhibit D below for transactions in Common Stock by Reporting Persons since the filing of Amendment No. 4 to Schedule 13D, dated August 11, 2020, which was filed on August 13, 2020.

(d)    No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Persons.

(e)    On August 14, 2020, each of the Reporting Persons ceased to beneficially own five percent or more of the Common Stock outstanding as reported by the Issuer as of July 31, 2020. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No material changes from the Schedule 13D filed by the Reporting Persons on August 16, 2019, as amended by Amendment No. 1 to Schedule 13D, dated June 26, 2020, as amended by Amendment No. 2 to Schedule 13D, dated July 1, 2020, as amended by Amendment No. 3 to Schedule 13D, dated August 5, 2020, as amended by Amendment No. 4 to Schedule 13D, dated August 11, 2020.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows.

Exhibit A: Amended and Restated Joint Filing Agreement.

Exhibit D: Schedule of Transactions in the Common Stock.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit A

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D, Amendment No. 5 with respect to the shares of Common Stock of Amplify Energy Corp., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to this Amendment No. 5 to Schedule 13D. In evidence thereof, the undersigned hereby execute this agreement as of August 14, 2020.

Exhibit D

TRANSACTIONS IN COMMON STOCK BY REPORTING PERSONS