Termination of Registration of a Class of Security Under Section 12(b) (15-12b)
May 15 2017 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION
OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS
13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 001-35364
AMPLIFY ENERGY CORP.
(Exact name of registrant as specified in
its charter)
500 Dallas Street, Suite 1800
Houston, TX 77002
(713) 490-8900
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Common Units Representing Limited Partnership
Interests of Memorial Production Partners, LP, the predecessor of Amplify Energy Corp.
*
(Title of each class of securities covered
by this Form)
Common Stock, par value $0.0001 per
share, of Amplify Energy Corp.*
(Titles of all other classes of securities
for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate
the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1)
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x
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Rule 12g-4(a)(2)
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o
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Rule 12h-3(b)(1)(i)
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o
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Rule 12h-3(b)(1)(ii)
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o
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Rule 15d-6
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o
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Rule 15d-22(b)
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o
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Approximate number of holders of record
as of the certification or notice date: None *
*
On
April 14, 2017, the United States Bankruptcy Court for the Southern District of Texas entered the Order Confirming Second Amended
Joint Plan of Reorganization of Memorial Production Partners LP, et al. under Chapter 11 of the Bankruptcy Code and Granting Related
Relief , which approved and confirmed the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP (“MEMP”),
et al. under Chapter 11 of the Bankruptcy Code (the “Plan”). The Plan became effective on May 4, 2017.
In connection with the effectiveness of
the Plan, among other things: (1) all previously issued and outstanding common units representing limited partner interests of
MEMP (the “Units”) were cancelled and extinguished and (2) new common stock, par value $0.0001 per share (the “Common
Stock”) of Amplify Energy Corp. (“Amplify”), the successor to MEMP, was issued for distribution in accordance
with the Plan.
This Form
15 is being filed solely for the purpose of terminating the registration of the Units under Section 12(g). Amplify continues to
be subject to reporting requirements under Section 15(d) of the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of the Securities Exchange Act of 1934, Amplify Energy Corp. has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.
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Date:
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May
15, 2017
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AMPLIFY
ENERGY CORP.,
as
successor to Memorial Production Partners, LP
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By:
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/s/
Robert L. Stillwell, Jr.
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Name:
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Robert L.
Stillwell, Jr.
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Title:
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Senior Vice President
and Chief Financial Officer
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