CUSIP No. 03212B103
1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Brigade Capital Management, LP (I.R.S. Identification No. 20-4895879)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
N/A
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,682,611
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,682,611
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,682,611
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
9.80%*
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14.
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Type of Reporting Person
PN, IA
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*
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Based on a total of 37,566,430 shares of common stock, par value $0.01 per share, of Amplify Energy Corp., outstanding as of May 1, 2020, as set forth in the Issuer’s most recent Form 10-Q, filed May 6, 2020.
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CUSIP No. 03212B103
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Brigade Capital Management GP, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
N/A
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,682,611
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,682,611
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,682,611
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
9.80%*
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14.
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Type of Reporting Person
OO, HC
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*
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Based on a total of 37,566,430 shares of common stock, par value $0.01 per share, of Amplify Energy Corp., outstanding as of May 1, 2020, as set forth in the Issuer’s most recent Form 10-Q, filed May 6, 2020.
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CUSIP No. 03212B103
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Donald E. Morgan, III
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
N/A
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6.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,682,611
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,682,611
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,682,611
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
9.80%*
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14.
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Type of Reporting Person
IN
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*
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Based on a total of 37,566,430 shares of common stock, par value $0.01 per share, of Amplify Energy Corp., outstanding as of May 1, 2020, as set forth in the Issuer’s most recent Form 10-Q, filed May 6, 2020.
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Explanatory Note
This Amendment
No. 1 ("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"). The initial Schedule
13D, as amended and supplemented by this Amendment, is referred to herein as 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.
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. 1 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 D filed by the Reporting Persons on August 16, 2019.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby
amended to include the following:
The
Reporting Persons are filing this Amendment No. 1 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 3,682,611 shares of Common Stock, representing
approximately 9.80% of the 37,566,430 shares of Common Stock of the Issuer outstanding as of May 1, 2020 according to the
Form 10-Q filed by the Issuer on May 6, 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 3,682,611 shares of Common Stock.
(c)
Please see Exhibit D below for transactions in Common Stock by Reporting Persons during the
past 60 days.
(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)
Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
No material changes
from the Schedule D filed by the Reporting Persons on August 16, 2019.
Item 7. Material to be Filed as
Exhibits
Item
7 of the Schedule 13D is hereby amended to include the following.
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.
June 30, 2020
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Brigade Capital Management, LP
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By:
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/s/ Donald E. Morgan, III
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Name: Donald E. Morgan, III
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Title: Managing Member of its General Partner
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Brigade Capital Management GP, LLC
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By:
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/s/ Donald E. Morgan, III
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Name: Donald E. Morgan, III
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Title: Managing Member
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/s/ Donald E. Morgan, III
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Donald E. Morgan, III, individually
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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. 1 (including any subsequent amendments thereto) with respect
to the shares of Common Stock of Amplify Energy Corp., a Delaware corporation, and further agree that this Amended and
Restated Joint Filing Agreement be included as Exhibit A to this Amendment No. 1 to Schedule 13D. In evidence thereof, the
undersigned hereby execute this agreement as of June 30, 2020.
June 30, 2020
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Brigade Capital Management, LP
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By:
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/s/ Donald E. Morgan, III
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Name: Donald E. Morgan, III
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Title: Managing Member of its General Partner
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Brigade Capital Management GP, LLC
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By:
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/s/ Donald E. Morgan, III
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Name: Donald E. Morgan, III
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Title: Managing Member
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/s/ Donald E. Morgan, III
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Donald E. Morgan, III, individually
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Exhibit D
TRANSACTIONS IN COMMON STOCK BY
REPORTING PERSONS
Transaction
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Security
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Date
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Common Shares
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Price
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Sale
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Common Stock, par value $0.01 per share
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June 29, 2020
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10,460
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$1.34
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Sale
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Common Stock, par value $0.01 per share
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June 26, 2020
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30,000
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$1.29
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Sale
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Common Stock, par value $0.01 per share
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June 26, 2020
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25,000
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$1.29
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Sale
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Common Stock, par value $0.01 per share
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June 22, 2020
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15,000
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$1.56
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Sale
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Common Stock, par value $0.01 per share
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June 19, 2020
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15,000
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$1.64
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Sale
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Common Stock, par value $0.01 per share
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June 17, 2020
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16,162
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$1.63
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Sale
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Common Stock, par value $0.01 per share
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June 16, 2020
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5,411
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$1.82
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Sale
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Common Stock, par value $0.01 per share
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June 16, 2020
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16,500
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$1.82
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Sale
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Common Stock, par value $0.01 per share
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June 15, 2020
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12,132
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$1.76
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Sale
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Common Stock, par value $0.01 per share
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June 15, 2020
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19,913
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$1.87
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Sale
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Common Stock, par value $0.01 per share
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June 15, 2020
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15,000
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$1.83
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Sale
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Common Stock, par value $0.01 per share
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June 10, 2020
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80,117
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$2.03
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