FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
PRESIDENT, CEO
(Last)          (First)          (Middle)

C/O AMPLIFY ENERGY CORP., 500 DALLAS STREET SUITE 1700		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2023
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/1/2023  M  20032 (1)A (1)142357 D  
Common Stock, par value $0.01 per share 2/1/2023  F  7883 D$8.66 134474 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)2/1/2023  M     20032   (2) (2)Common Stock 20032 (2)$0.00 81494 D  
Restricted Stock Units  (3)2/1/2023  A   56117     (3) (3)Common Stock 56117 (3)$0.00 137611 D  
Performance Stock Units  (4)2/1/2023  A   56117     (4) (4)Common Stock 56117 (4)$0.00 147286 D  
Explanation of Responses:
(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 service-based vesting conditions ("TSUs").
(2) These TSUs were granted under the Amplify Energy Corp. Equity Incentive Plan and vest on an equal basis over a three-year period and so long as the reporting person remains employed by the Company through the applicable vesting date. Each TSU represents the contingent right to receive, upon vesting, one share of Common Stock of the Company.
(3) Share amount reflects an aggregate number and represents 56,117 TSUs. These TSUs were granted under the Amplify Energy Corp. Equity Incentive Plan and vest on an equal basis over a three-year period so long as the reporting person remains employed by the Company through the applicable vesting date. Each TSU represents the contingent right to receive, upon vesting, one share of Common Stock of the Company.
(4) Share amount reflects an aggregate number and represents 56,117 restricted stock units with performance and service-based vesting conditions ("PSUs"). 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 one share of the Company's Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Willsher Martyn
C/O AMPLIFY ENERGY CORP.
500 DALLAS STREET SUITE 1700
HOUSTON, TX 77002

PRESIDENT, CEO
Signatures
/s/ Eric M. Willis, Attorney-in-Fact2/3/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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