Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Willsher Martyn 2. Issuer Name and Ticker or Trading Symbol Amplify Energy Corp. [AMPY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SEE REMARKS (Last) (First) (Middle) C/O AMPLIFY ENERGY CORP.,, 500 DALLAS STREET, SUITE 1700 3. Date of Earliest Transaction (Month/Day/Year) 01/08/2025 (Street) HOUSTON, TX 77002 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 01/08/2025 M 120,192(1) A (1) 306,699 D Common Stock, par value $0.01 per share 01/08/2025 F 48,201 D $6 258,498 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Stock Units

(2)

01/08/2025

M

60,096

(2)

(2)

Common Stock

60,096(2)

$ 0

158,528

D

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Willsher Martyn C/O AMPLIFY ENERGY CORP., 500 DALLAS STREET, SUITE 1700 HOUSTON, TX 77002	X		SEE REMARKS

Signatures

/s/ Eric M. Willis, Attorney-in-Fact	01/10/2025
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects shares of common stock, par value $0.01 per share ("Common Stock"), of Amplify Energy Corp. (the "Company") granted upon settlement of previously awarded restricted stock units with performance and service-based vesting conditions ("PSUs"). On January 8, 2025, the Compensation Committee (the "Compensation Committee") of the Company certified the Company's relative total shareholder return performance over the performance period, which ran from January 1, 2022 through December 31, 2024, resulting in 100% of the PSUs originally granted on February 1, 2022 becoming earned at 200% of the target amount.
(2)	These PSUs were granted under the Amplify Energy Corp. Equity Incentive Plan and vest pursuant to the Company's achievement of certain performance goals and so long as the reporting person remains employed by the Company through the vesting date. Each PSU represents a contingent right to receive, upon vesting, up to 200% of the target amount. On January 8, 2025, the Compensation Committee certified the Company's relative total shareholder return performance over the performance period, which ran from January 1, 2022 through December 31, 2024, resulting in 100% of the PSUs originally granted on February 1, 2022 becoming earned at 200% of the target amount.
Remarks: PRESIDENT, CEO

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