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, 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
1,785,521
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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
1,785,521
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,785,521
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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)
4.75%*
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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 37,621,684 shares of common stock, par value $0.01 per share, of Amplify Energy Corp., outstanding as of July 31, 2020, as set forth in the Issuer’s most recent Form 10-Q, filed August 5, 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
1,785,521
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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
1,785,521
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,785,521
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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)
4.75%*
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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 37,621,684 shares of common stock, par value $0.01 per share, of Amplify Energy Corp., outstanding as of July 31, 2020, as set forth in the Issuer’s most recent Form 10-Q, filed August 5, 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
1,785,521
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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
1,785,521
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,785,521
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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)
4.75%*
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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 37,621,684 shares of common stock, par value $0.01 per share, of Amplify Energy Corp., outstanding as of July 31, 2020, as set forth in the Issuer’s most recent Form 10-Q, filed August 5, 2020.
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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.
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August 14, 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. 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.
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August 14, 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
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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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August 14, 2020
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10,514
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$1.21
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Sale
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Common Stock, par value $0.01 per share
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August 14, 2020
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100,000
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$1.20
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Sale
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Common Stock, par value $0.01 per share
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August 13, 2020
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25,000
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$1.25
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Sale
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Common Stock, par value $0.01 per share
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August 13, 2020
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25,000
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$1.23
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Sale
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Common Stock, par value $0.01 per share
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August 13, 2020
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50,000
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$1.23
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Sale
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Common Stock, par value $0.01 per share
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August 13, 2020
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50,000
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$1.23
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Sale
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Common Stock, par value $0.01 per share
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August 13, 2020
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125,172
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$1.22
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Sale
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Common Stock, par value $0.01 per share
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August 13, 2020
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39,486
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$1.23
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