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ABOUT THIS PROSPECTUS	2		ii
~~ABOUT MIDSTATES PETROLEUM COMPANY, INC.~~	2
~~THE SUBSIDIARY GUARANTORS~~	3
~~INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE~~	4
~~AVAILABLE INFORMATION~~	4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6		iii
SUMMARY			1
RISK FACTORS	9		2
USE OF PROCEEDS	10		3
PLAN OF DISTRIBUTION			~~STATEMENT OF COMPUTATION OF RATIOS~~4	11
DESCRIPTION OF DEBT SECURITIES	12		6
DESCRIPTION OF CAPITAL STOCK	14		8
DESCRIPTION OF DEPOSITARY SHARES	19		12
DESCRIPTION OF WARRANTS	20		13
~~PLAN OF DISTRIBUTION~~	21
LEGAL MATTERS	23		14
EXPERTS	23		14
WHERE YOU CAN FIND MORE INFORMATION			14
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			14

You should rely only on the information contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference. We have not authorized anyone else to give you different information. We are not offering these securities in any state where the offer or sale is not permitted. We will disclose any material changes in our affairs in an amendment to this prospectus, a prospectus supplement or a future filing with the ~~United States Securities and Exchange Commission (the “SEC”)~~SEC incorporated by reference in this prospectus.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings, up to a total dollar amount of ~~$500,000,000.~~$250,000,000. This prospectus generally describes ~~Midstates Petroleum Company, Inc.~~Amplify Energy Corp. and the debt securities, common stock, preferred stock, depositary shares and warrants that we may offer. Each time we sell securities with this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add or update in the prospectus supplement (and in any related free writing prospectus that we may authorize to be provided to you) any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading ~~“Where You Can Find Additional~~“Incorporation of Certain Information By Reference,” before buying any of the securities being offered.

You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find ~~Additional~~More Information.”

~~ABOUT MIDSTATES PETROLEUM COMPANY, INC.~~

We are an independent exploration and production company focused on the application of modern drilling and completion techniques to oil-prone resources. Our operations consist of activities in the Mississippian Lime trend in northwestern Oklahoma and southern Kansas and in the Anadarko Basin in Texas and Oklahoma, which we refer to as our “Mid-Continent” operating area, and in the Upper Gulf Coast Tertiary trend onshore in Louisiana, which we refer to as our “Gulf Coast” operating area. On May 31, 2013, we closed on our acquisition of producing properties as well as undeveloped acreage in the Anadarko Basin in Texas and Oklahoma (the “Panther Acquisition”).

Our principal executive offices are located at 4400 Post Oak Parkway, Suite 1900, Houston, Texas 77027, and our telephone number at that address is (713) 595-9400. Our website address is http://www.midstatespetroleum.com. The information on our website is not part of this prospectus.

As used in this prospectus, “we,” “us,” “our” and ~~“Midstates”~~“Amplify” mean ~~Midstates Petroleum Company, Inc.~~Amplify Energy Corp. and its ~~subsidiary~~subsidiaries unless we state otherwise or the context otherwise ~~requires, and “Midstates Sub” means Midstates Petroleum Company LLC.~~

requires.

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~~THE SUBSIDIARY GUARANTORS~~

Midstates Sub may unconditionally guarantee the debt securities. Midstates Sub may alternatively co-issue the debt securities registered herein. As of the date hereof, Midstates Sub is our only subsidiary, through which we conduct our business.

~~Table of Contents~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE~~

This prospectus and the information that we file later with the SEC will automatically supersede this information. You should not assume that the information in this prospectus is current as of any date other than the date on the front page of this prospectus. You should not assume that the information contained in the documents incorporated by reference ~~in this prospectus or any supplement thereto is accurate as of any date other than the respective dates of those documents.~~

We incorporate by reference the documents listed below, any documents we may file pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of the filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information furnished and not filed with the SEC, from the date of this prospectus until we have sold all of the Securities to which this prospectus relates or each offering under this prospectus is otherwise terminated:

·our Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 21, 2013, including information specifically incorporated by reference into such Annual Report on Form 10-K from our Proxy Statement for our 2013 Annual Meeting of Shareholders filed on April 16, 2013;

·~~our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 filed on May 8, 2013;~~

·our Current Reports on Form 8-K filed on September 5, 2012 (as amended by our Current Report on Form 8-K/A filed on June 20, 2013), February 27, 2013, March 22, 2013, April 2, 2013, April 4, 2013, May 20, 2013, May 22, 2013, May 24, 2013 and June 3, 2013; and

·the description of our common units contained in our Form 8-A filed on April 17, 2012, including any amendment to that form that we may file in the future for the purpose of updating the description of our common stock.

Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.

You may request a copy of any document incorporated by reference in this prospectus, including the exhibits thereto, at no cost, by writing or telephoning us at the following address or telephone number:

~~Midstates Petroleum Company, Inc.~~

~~Attention: Investor Relations~~

~~4400 Post Oak Parkway, Suite 1900~~

~~Houston, Texas 77027~~

~~Phone: (713) 595-9400~~

~~AVAILABLE INFORMATION~~

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy documents filed by us with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website at http://www.sec.gov.

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Our common stock is listed and traded on The New York Stock Exchange (the “NYSE”). Our reports, proxy statements and other information filed with the SEC can also be inspected and copied at the NYSE, 20 Broad Street, New York, New York 10005.

We also make available free of charge on our website at http://www.midstatespetroleum.com all of the documents that we file with the SEC as soon as reasonably practicable after we electronically file such material with the SEC. Information contained on our website is not incorporated by reference into this prospectus.

~~This prospectus is part of a registration statement that we have filed with the SEC relating to the securities to be offered. This prospectus does not~~ contain all of the information we have included in the registration statement and the accompanying exhibits and schedules in accordance with the rules and regulations of the SEC, and we refer you to the omitted information. The statements this prospectus makes pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement necessarily are summaries of their material provisions and do not describe all exceptions and qualifications contained in those contracts, agreements or documents. You should read those contracts, agreements or documents for information that may be important to you. The registration statement, exhibits and schedules are available at the SEC’s Public Reference Room or through its Internet website.

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~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

~~Various statements contained in or incorporated by reference into this prospectus are~~ forward-looking statements ~~within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements~~that are subject to a number of risks and uncertainties, many of which are beyond our ~~control.~~ control, which may include statements about our:

•

business strategies;

•

ongoing impact of the oil incident that occurred off the coast of Southern California resulting from the Company’s pipeline operations at the Beta Field (the “Incident”);

•

acquisition and disposition strategy;

•

cash flows and liquidity;

•

financial strategy;

•

ability to replace the reserves we produce through drilling;

•

drilling locations;

•

oil and natural gas reserves;

•

technology;

•

realized oil, natural gas and NGL prices;

•

production volumes;

•

lease operating expense;

•

gathering, processing and transportation;

•

general and administrative expense;

•

future operating results;

•

ability to procure drilling and production equipment;

•

ability to procure oil field labor;

•

planned capital expenditures and the availability of capital resources to fund capital expenditures;

•

ability to access capital markets;

•

marketing of oil, natural gas and NGLs;

•

political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns;

•

acts of God, fires, earthquakes, storms, floods, other adverse weather conditions, war, acts of terrorism, military operations or national emergency;

•

the occurrence or threat of epidemic or pandemic diseases, or any government response to such occurrence or threat;

•

expectations regarding general economic conditions, including inflation;

•

competition in the oil and natural gas industry;

•

effectiveness of risk management activities;

•

environmental liabilities;

•

counterparty credit risk;

•

expectations regarding governmental regulation and taxation;

•

expectations regarding developments in oil-producing and natural-gas producing countries; and

•

plans, objectives, expectations and intentions.

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All statements, other than statements of historical fact, included in this prospectus, any prospectus supplement and the documents ~~incorporated~~we incorporate by reference ~~herein and therein,~~ are ~~forward looking~~forward-looking statements. In some cases, you can identify forward-looking statements including, without limitation, statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. When used in this prospectus and the documents incorporated by ~~reference herein, the words “could,~~terminology such as “may,” “will,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” ~~“anticipate,” “intend,”~~ “estimate,~~” “expect,” “may,” “continue,~~” “predict,” “potential,” ~~“project” and similar expressions are intended to identify forward-looking~~“pursue,” “target,” “outlook,” “continue,” the negative of such terms or other comparable terminology. These statements ~~although not all forward-looking statements contain~~address activities, events or developments that we expect or anticipate will or may occur in the future, including things such ~~identifying words.~~

~~Forward-looking statements may include statements about our:~~

·~~business strategy;~~

·~~estimated~~as projections of results of operations, plans for growth, goals, future ~~net reserves and present value thereof;~~

·~~technology;~~

·~~cash flows and liquidity;~~

·~~financial strategy, budget, projections and operating results;~~

·~~oil and natural gas realized prices;~~

·~~timing and amount of future production of oil and natural gas;~~

·~~availability of drilling and production equipment;~~

·~~availability of oilfield labor;~~

·~~the amount, nature and timing of~~ capital expenditures, ~~including~~competitive strengths, references to future ~~development costs;~~

·~~availability~~intentions and ~~terms of capital;~~

·~~drilling of wells, including our identified drilling locations;~~

·~~successful results from our identified drilling locations;~~

·~~marketing of oil, natural gas liquids and natural gas;~~

·~~the closing and financing of the Panther Acquisition;~~

·the integration and benefits of the acquisition of certain interests in oil and gas interests (the “Eagle Property Acquisition”) from Eagle Energy Production, LLC (“Eagle Energy”) and the Panther Acquisition or the effects of the acquisitions on our cash position and levels of indebtedness;

·~~infrastructure for salt water disposal and electrical power;~~

·~~property acquisitions;~~

·~~costs of developing our properties and conducting~~ other ~~operations;~~

·~~general economic conditions;~~

·~~effectiveness of our risk management activities;~~

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·~~environmental liabilities;~~

·~~counterparty credit risk;~~

·~~the outcome of pending and future litigation;~~

·~~governmental regulation and taxation of the oil and natural gas industry;~~

·~~developments in oil-producing and natural gas-producing countries;~~

·~~uncertainty regarding our future operating results; and~~

·~~plans, objectives, expectations and intentions contained in this prospectus that are not historical.~~

~~All forward-looking statements speak only as of the date of this prospectus. You should not place undue reliance on these forward-looking statements.~~such references. These forward-looking statements ~~are subject to a number of~~involve risks ~~uncertainties~~ and assumptions. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this prospectus and the documents incorporated by reference herein are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We disclose importantuncertainties. Important factors that could cause our actual results or financial condition to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following risks and uncertainties:

•

risks related to the Incident and the ongoing impact to the Company;

•

risks related to a redetermination of the borrowing base under our ~~expectations~~senior secured reserve-based revolving credit facility;

•

our ability to access funds on acceptable terms, if at all, because of the terms and conditions governing our indebtedness, including financial covenants;

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our ability to satisfy our debt obligations;

•

volatility in the prices for oil, natural gas and NGLs;

•

the potential for additional impairments due to continuing or future declines in oil, natural gas and NGL prices;

•

the uncertainty inherent in estimating quantities of oil, natural gas and NGL reserves;

•

our substantial future capital requirements, which may be subject to limited availability of financing;

•

the uncertainty inherent in the development and production of oil and natural gas;

•

our need to make accretive acquisitions or substantial capital expenditures to maintain our declining asset base;

•

the existence of unanticipated liabilities or problems relating to acquired or divested businesses or properties;

•

potential acquisitions, including our ability to make acquisitions on favorable terms or to integrate acquired properties;

•

the consequences of changes we have made, or may make from time to time in the future, to our capital expenditure budget, including the impact of those changes on our production levels, reserves, results of operations and liquidity;

•

potential shortages of, or increased costs for, drilling and production equipment and supply materials for production, such as CO2;

•

potential difficulties in the marketing of oil and natural gas;

•

changes to the financial condition of counterparties;

•

uncertainties surrounding the success of our secondary and tertiary recovery efforts;

•

competition in the oil and natural gas industry;

•

our results of evaluation and implementation of strategic alternatives;

•

general political and economic conditions, globally and in the jurisdictions in which we operate, including the Russian invasion of Ukraine, the Israel-Hamas war and the political destabilizing effect such conflicts may pose for the European continent or the global oil and natural gas markets;

•

the impact of climate change and natural disasters, such as earthquakes, tidal waves, mudslides, fire and floods;

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the impact of local, state and federal governmental regulations, including those related to climate change and hydraulic fracturing;

•

the risk that our hedging strategy may be ineffective or may reduce our income;

•

the cost and availability of insurance as well as operating risks that may not be covered by an effective indemnity or insurance;

•

actions of third-party co-owners of interests in properties in which we also own an interest; and

•

other risks and uncertainties described in “Risk Factors” and under ~~Item 1A “Risk~~the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2012 (our “2012 Annual Report”),~~2023.

The forward-looking statements contained in ~~our Quarterly Report on Form 10-Q for~~this prospectus, any prospectus supplement and the ~~quarterly period ended March 31, 2013 and in the other~~ documents we incorporate by reference ~~herein.~~

are largely based on our expectations, which reflect estimates and assumptions made by our management. These ~~factors include:~~

·~~variations~~estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus, any prospectus supplement and the documents we incorporate by reference are not guarantees of future performance and we cannot assure any reader that such statements will be realized or that the events or circumstances described in any forward-looking statement will occur. Actual results may differ materially from those anticipated or implied in the ~~market demand~~forward-looking statements. For additional information regarding known material factors that could affect our operating results or performance, please read the section entitled “Risk Factors” in this prospectus and in any prospectus supplement, as well as all risk factors described in the documents incorporated by reference herein, including, without limitation, the factors described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for ~~and prices~~the year ended December 31, 2023. All forward-looking statements speak only as of ~~oil, natural gas liquids and natural gas;~~

·~~uncertainties about our estimated quantities~~the date of ~~oil, natural gas liquids and natural gas reserves;~~

·~~the adequacy of our capital resources and liquidity including, but~~they are made. We do not ~~limited~~intend to ~~access to additional borrowing capacity under our revolving credit facility;~~

·~~access to capital and general economic and business conditions;~~

·~~uncertainties about our ability to replace reserves and economically develop our current reserves;~~

·~~risks in connection with acquisitions, including the Eagle Property Acquisition and the Panther Acquisition;~~

·~~risks related to the concentration of our operations onshore in central Louisiana, Texas, Oklahoma and Kansas;~~

·~~drilling results;~~

·~~the potential adoption~~update or revise any forward-looking statements as a result of new ~~governmental regulations; and~~

·~~our ability to satisfy~~information, future ~~cash obligations and environmental costs.~~

events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

~~Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It~~

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SUMMARY

Amplify Energy is ~~not possible for our management to predict all risks, nor can we assess the impact of all factors on our~~

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~~business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.~~

~~Reserve engineering is a process of estimating underground accumulations of~~an independent oil ~~natural gas liquids~~ and natural gas ~~that cannot be measured~~company engaged in ~~an exact way. The accuracy of any reserve estimate depends on~~ the ~~quality of available data, the interpretation of such data and price and cost assumptions made by our reserve engineers. In addition, the results of drilling, testing~~acquisition, development, exploitation and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ from the quantities of oil ~~natural gas liquids~~ and natural gas properties. Our management evaluates performance based on one reportable business segment, as the economic environments are not different within the operation of our oil and natural gas properties. Our business activities are conducted through our subsidiaries. Our assets consist primarily of producing oil and natural gas properties located in Oklahoma, the Rockies, federal waters offshore Southern California, East Texas/North Louisiana, and the Eagle Ford (Non-op). Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs.

Corporate Information

Our principal executive offices are located at 500 Dallas Street, Suite 1700, Houston, Texas 77002, and our telephone number at that ~~are ultimately recovered.~~

address is (832) 219-9001. Our website address is http://www.amplifyenergy.com. The information on our website is not part of this prospectus.

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RISK FACTORS

An investment in our securities involves a significant degree of risk. You should carefully consider the risk factors and all of the other information included in this prospectus, any prospectus supplement, any free writing prospectus and the documents we have incorporated by reference into this prospectus and any prospectus supplement, including those in Item 1A “Risk Factors” in our ~~2012~~most recent Annual Report ~~as updated by annual, quarterly~~on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and any subsequently filed Current Reports on Form 8-K and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein, in evaluating an investment in the securities. If any of these risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations and financial condition. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the prospectus supplement.

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USE OF PROCEEDS

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the sale of securities we are offering for general corporate purposes. This may include, among other things, additions to working capital, repayment or refinancing of existing indebtedness or other corporate obligations, financing of capital expenditures and acquisitions and investment in existing and future projects. Any specific allocation of the net proceeds of an offering of securities to a specific purpose will be determined at the time of the offering and will be described in an accompanying prospectus supplement or free writing prospectus.

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~~Table~~PLAN OF DISTRIBUTION

We may sell securities offered by this prospectus and any accompanying prospectus supplement from time to time in one or more transactions, including without limitation:

•

through agents;

•

to or through underwriters, brokers or dealers;

•

sales in other ways not involving market makers or established trading markets, including direct sales to one or more purchasers, including existing shareholders;

•

in “at the market offerings” offerings or sales “at the market,” within the meaning of ~~Contents~~

~~STATEMENT OF COMPUTATION OF RATIOS~~

~~The following table sets forth our ratio~~Rule 415(a)(4) of ~~earnings~~the Securities Act, to ~~fixed charges~~or through a market maker or into an existing trading market on an exchange or otherwise;

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block transactions (which may involve crosses) in which a broker-dealer may sell all or a portion of the securities as agent but may position and resell all or a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

a special offering, an exchange distribution or a secondary distribution in accordance with applicable NYSE or other stock exchange rules;

•

privately negotiated transactions; or

•

any combination of the foregoing methods.

We will prepare a prospectus supplement for each offering that will disclose the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase price of the securities and the ~~ratio of earnings~~proceeds to ~~combined fixed charges~~us from the sale, any underwriting discounts and ~~preference securities dividends for each~~other items constituting compensation to underwriters, dealers or agents and any delayed delivery arrangements.

The distribution of the ~~periods indicated.~~

Three
Months
Ended
March 31,

Year Ended December 31,

2013

2012

2011

2010

2009

2008

Ratio of earnings to fixed charges(1)

(2)

(3)

3.5x

(4)

(5)

(6)

Ratio of earnings to combined fixed charges and preference securities dividends (1)

(2)

(3)

3.5x

(4)

(5)

(6)

~~(1) For purposes~~securities may be effected from time to time in one or more transactions at a fixed price, at prevailing market prices at the time of ~~calculating~~ the ~~ratio~~sale, at prices related to such prevailing market prices at varying prices determined at the time of ~~earnings~~sale, or at negotiated prices or prices.

Agents, Underwriters and Dealers

Securities offered by us pursuant to ~~fixed charges, “fixed charges” represent interest expense (including amounts capitalized), amortization~~this prospectus may be sold through agents designated by us. If agents are used in an offering, the names of ~~debt issuance costs~~the agents and the ~~portion~~terms of ~~rental expense representing~~ the ~~interest factor; “earnings” represent~~agency will be specified in a prospectus supplement. Unless otherwise indicated in the ~~aggregate~~prospectus supplement, any such agent is acting on a best efforts basis for the period of ~~income~~its appointment.

If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless otherwise indicated in the prospectus supplement, the underwriters must purchase all the securities of the series offered by a prospectus supplement if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from ~~continuing operations (before adjustment~~time to time.

If dealers are used in an offering, we may sell the securities to the dealers as principals. The dealers then may resell the securities to the public at varying prices which they determine at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.

Direct Sales

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others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Arrangements

We may authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase offered securities providing for ~~income taxes, extraordinary items, income~~payment and delivery on a future date specified in the prospectus supplement. Institutional investors to which such offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, education and charitable institutions and such other institutions as may be approved by us. The obligations of any such purchasers under such delayed delivery and payment arrangements will be subject to the condition that the purchase of the offered securities will not at the time of delivery be prohibited under applicable law. The underwriters and such agents will not have any responsibility with respect to the validity or ~~loss~~performance of such contracts.

General Information

Underwriters, dealers and agents that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from ~~equity investees~~us and ~~minority interest) plus fixed charges, amortization~~any profit on the resale of ~~capitalized interest~~the offered securities by them may be treated as underwriting discounts and ~~distributed income~~commissions under the Securities Act. Any underwriters or agents will be identified and their compensation described in the applicable prospectus supplement.

The securities (other than common stock) offered by this prospectus and any prospectus supplement, when first issued, will have no established trading market. Any underwriters or agents to or through whom such securities are sold by us for public offering and sale may make a market in such securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. We cannot assure you as to the liquidity of ~~equity investees,~~the trading market for any such securities.

We may have agreements with the underwriters, dealers, agents and ~~less capitalized interest; and “preference securities dividends” represent~~remarketing firms to indemnify them against certain civil liabilities, including liabilities under the ~~amount of pre-tax earnings~~Securities Act, or to contribute with respect to payments that ~~are~~the underwriters, dealers, agents or remarketing firms may be required to ~~pay~~make.

Underwriters, dealers, agents and remarketing firms may be customers of, engage in transactions with, or perform services for, us or our subsidiaries in the ~~dividends on outstanding preference~~ordinary course of their businesses.

In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties, through a stock exchange, including block trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through an underwritten public offering, through privately negotiated transactions or through a combination of any such methods of sale. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out or hedge any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.

In connection with offerings of securities under the registration statement of which this prospectus forms a part and in compliance with applicable law, underwriters, brokers or dealers may engage in transactions that stabilize or maintain the market price of the securities at levels above those that might otherwise prevail in the open market. Specifically, underwriters, brokers or dealers may over-allot in connection with offerings, creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the securities, the underwriters, brokers or dealers may place bids for the securities or effect purchases of the securities in the open market. Finally, the underwriters may impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution of the securities in offerings may be reclaimed by the syndicate if the syndicate repurchases previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the market price of the securities, which ~~is computed as~~may be higher than the ~~amount of~~price that might otherwise prevail in the ~~dividend divided by (1 minus the effective income tax rate applicable to continuing operations).~~

~~(2) Earnings for the three months ended March 31, 2013 were inadequate to cover fixed charges~~open market, and, ~~combined fixed charges and preference securities dividends. The coverage deficiency was $20.0 million and $26.8 million, respectively.~~

(3) Earnings for the year ended December 31, 2012 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $3.4 million and $14.2 million, respectively.

(4) Earnings for the year ended December 31, 2010 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $17.3 million and $17.3 million, respectively.

(5) Earnings for the year ended December 31, 2009 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $12.6 million and $12.6 million, respectively.

(6) Earnings for the year ended December 31, 2008 were inadequate to cover fixed charges and combined fixed charges and preference securities dividends. The coverage deficiency was $6.4 million and $6.4 million, respectively.

if commenced, may be discontinued at any time.

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DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be either our senior debt securities (“Senior Debt Securities”) or our subordinated debt securities (“Subordinated Debt Securities”). The Senior Debt Securities and the Subordinated Debt Securities will be issued under separate indentures among us ~~the Subsidiary Guarantor of such Debt Securities, if applicable,~~ and a trustee to be determined (the “Trustee”). Senior Debt Securities will be issued under a “Senior Indenture” and Subordinated Debt Securities will be issued under a “Subordinated Indenture.” Together, the Senior Indenture and the Subordinated Indenture are called “Indentures.”

The Debt Securities may be issued from time to time in one or more series. The particular terms of each series that are offered by a prospectus supplement will be described in the prospectus supplement.

The rights of ~~Midstates~~Amplify and our creditors, including holders of the Debt Securities, to participate in the assets of our ~~subsidiary (other than the Subsidiary Guarantor of such securities, if applicable),~~subsidiaries, upon the latter’s liquidation or reorganization, will be subject to the prior claims of the ~~subsidiary’s~~subsidiaries’ creditors, except to the extent that we may ourself be a creditor with recognized claims against such subsidiary.

We have summarized selected provisions of the Indentures below. The summary is not complete. The form of each Indenture has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part, and you should read the Indentures for provisions that may be important to you. Capitalized terms used in the summary have the meanings specified in the Indentures.

General

The Indentures provide that Debt Securities in separate series may be issued thereunder from time to time without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the Debt Securities of any series. We will determine the terms and conditions of the Debt Securities, including the maturity, principal and interest, but those terms must be consistent with the Indenture. The Debt Securities will be our unsecured obligations. If the prospectus supplement so indicates, the Debt Securities will be convertible into our common stock.

The Subordinated Debt Securities will be subordinated in right of payment to the prior payment in full of all of our Senior Debt (as defined) as described in the prospectus supplement applicable to any Subordinated Debt Securities.

If specified in the prospectus supplement respecting a particular series of Debt Securities, Midstates Sub (the “Subsidiary Guarantor”) will fully and unconditionally guarantee (the “Subsidiary Guarantee”) that series, or may be a co-issuer of that series, in each case as described in the prospectus supplement. Each Subsidiary Guarantee will be an unsecured obligation of the Subsidiary Guarantor. A Subsidiary Guarantee of Subordinated Debt Securities will be subordinated to the Senior Debt of the Subsidiary Guarantor on the same basis as the Subordinated Debt Securities are subordinated to our Senior Debt.

The applicable prospectus supplement will set forth the price or prices at which the Debt Securities to be issued will be offered for sale and will describe the following terms of such Debt Securities:

(1)

the title of the Debt Securities;

(2)

whether the Debt Securities are Senior Debt Securities or Subordinated Debt Securities and, if Subordinated Debt Securities, the related subordination terms;

(3) ~~whether the Subsidiary Guarantor will provide a Subsidiary Guarantee of the Debt Securities;~~

~~(4)~~

any limit on the aggregate principal amount of the Debt Securities;

~~(5)~~

(4)

each date on which the principal and premium, if any, of the Debt Securities will be ~~payable;~~

~~(6)~~payable or the method used to determine those dates;

(5)

any interest rate ~~that~~on the Debt Securities, any date from which interest will ~~bear and the~~accrue, any interest payment dates and regular record dates for interest payments, or the ~~Debt Securities;~~

~~Table~~method used to determine any of ~~Contents~~the foregoing;

(6)

~~(7)~~

each place where payments on the Debt Securities will be payable;

~~(8)~~

(7)

any terms upon which the Debt Securities may be redeemed, in whole or in part, at our option;

~~(9)~~

(8)

any sinking fund or other provisions that would obligate us to redeem or otherwise repurchase the Debt Securities;

~~(10)~~

(9)

the portion of the principal amount, if less than all, of the Debt Securities that will be payable upon declaration of acceleration of the Maturity of the Debt Securities;

~~(11)~~

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(10)

whether the Debt Securities are defeasible;

~~(12)~~

(11)

any addition to or change in the Events of Default;

~~(13)~~

(12)

whether the Debt Securities are convertible into our common stock and, if so, the terms and conditions upon which conversion will be effected, including the initial conversion price or conversion rate and any adjustments thereto and the conversion period;

(13)

any provisions for convertibility or exchangeability of the Debt Securities into or for any other securities;

(14)

any addition to or change in the covenants in the Indenture applicable to the Debt Securities; and

(15)

any other terms of the Debt Securities not inconsistent with the provisions of the Indenture.

Debt Securities, including any Debt Securities that provide for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof (“Original Issue Discount Securities”), may be sold at a substantial discount below their principal amount. Special United States federal income tax considerations applicable to Debt Securities sold at an original issue discount may be described in the applicable prospectus supplement. In addition, special United States federal income tax or other considerations applicable to any Debt Securities that are denominated in a currency or currency unit other than United States dollars may be described in the applicable prospectus supplement.

Global Securities

Some or all of the Debt Securities of any series may be represented, in whole or in part, by one or more Global Securities that will have an aggregate principal amount equal to that of the Debt Securities they represent. Each Global Security will be registered in the name of a Depositary or its nominee identified in the applicable prospectus supplement, will be deposited with such Depositary or nominee or its custodian and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the applicable Indenture.

Governing Law

The Indentures and the Debt Securities will be governed by, and construed in accordance with, the law of the State of New York.

The Trustee

We will enter into the Indentures with a Trustee that is qualified to act under the Trust Indenture Act of 1939, as amended, and with any other Trustees chosen by us and appointed in a supplemental indenture for a particular series of Debt Securities. We may maintain a banking relationship in the ordinary course of business with our Trustee and one or more of its affiliates.

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DESCRIPTION OF CAPITAL STOCK

Capital Stock

The total number of ~~June 20, 2013, our authorized capital~~shares of all classes of stock ~~was 350,000,000 shares. Those~~which the Company shall have authority to issue is 300,000,000 shares, ~~consisted~~consisting of 250,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share ~~325,000~~(the “Preferred Stock”).

As of ~~which were issued and outstanding, and 300,000,000~~March 27, 2024, we had 39,612,030 shares of ~~common stock, par value $0.01 per share,~~Common Stock and no shares of ~~which 68,648,483 shares were~~Preferred Stock outstanding.

Summarized below are material provisions of our Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and Third Amended and Restated Bylaws (the “Bylaws”), as well as relevant sections of the Delaware General Corporation Law (the “DGCL”). The following summary ~~of the capital stock and amended and restated certificate of incorporation and amended and restated bylaws of Midstates does not purport to be complete and~~ is qualified in its entirety by ~~reference to~~ the provisions of ~~applicable law~~our Certificate of Incorporation and ~~to our amended and restated certificate~~Bylaws, copies of ~~incorporation and amended and restated bylaws,~~ which ~~are~~have been filed as exhibits to the registration statement of which this prospectus is a ~~part.~~

part, and by the applicable provisions of the DGCL.

Common Stock

Except as provided by law or in a preferred stock designation, holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, will have the exclusive right to vote for the election of directors and do not have cumulative voting rights. Except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to the ~~amended and restated certificate~~Certificate of ~~incorporation~~Incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the ~~amended and restated certificate~~Certificate of ~~incorporation~~Incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the Delaware General Corporation Law (the “DGCL”). Subject to prior rights and preferences that may be applicable to any outstanding shares or series of preferred stock, holders of common stock are entitled to receive ratably in proportion to the shares of common stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock that will be issued under this prospectus will be fully paid and non-assessable. The holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in our assets in proportion to the shares of common stock held by them that are remaining after payment or provision for payment of all of our debts and obligations and after distribution in full of preferential amounts to be distributed to holders of outstanding shares of preferred stock, if any.

~~Our common stock is listed on the NYSE under the symbol “MPO.”~~

Preferred Stock

Our ~~amended and restated certificate~~Certificate of ~~incorporation~~Incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an aggregate of 50,000,000 shares of preferred stock. Each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

On October 1, 2012, in connection with the closing of the Eagle Property Acquisition, we issued 325,000 shares of Series A Mandatorily Convertible Preferred Stock (“Series A Preferred Stock”) to Eagle Energy. We filed with the Secretary of State of the State of Delaware a Certificate of Designations (the “Certificate of Designations”) to designate the Series A Preferred Stock. The following is a summary of the material terms of the Series A Preferred Stock as set forth in the Certificate of Designations.

The shares of Series A Preferred Stock have an initial liquidation value of $1,000 per share. The holders of the Series A Preferred Stock may not convert shares of Series A Preferred Stock held by them before October 1, 2013. After such time, the Series A Preferred Stock may be converted, in whole but not in part, at the option of the holders of a majority of the outstanding shares of Series A Preferred Stock, into a number of shares of our common stock

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calculated by dividing the then-current liquidation preference by the conversion price of $13.50 per share. In addition, the Series A Preferred Stock will be subject to mandatory conversion into shares of our common stock on September 30, 2015 at a conversion price based upon the volume-weighted average price of our common stock during the 15 trading days immediately prior to the mandatory conversion date, but in no instance will the conversion price be greater than $13.50 per share or less than $11.00 per share. Dividends on the Series A Preferred Stock will accrue at a rate of 8.0% per annum, payable semiannually, at our sole option, in cash or through an increase in the liquidation preference. The Series A Preferred Stock will also have the other rights and terms set forth on the Certificate of Designations, including voting rights that are similar to those belonging to holders of our common stock on an as-converted basis (except with respect to the election of directors and the approval of certain transactions where the holders of the Series A Preferred Stock would be entitled to consideration at least equal to the liquidation preference) until such time as holders of the Series A Preferred Stock are permitted to convert their shares into common stock and the market price of our common stock is above the conversion price then in effect for 15 consecutive trading days. In addition, the holders of the Series A Preferred Stock have the right, subject to the terms and conditions set forth in the Certificate of Designations, to elect one member of the board of directors, and to approve certain corporate actions, including the following:

·~~the creation or issuance of any class of capital stock senior to or on parity with the Series A Preferred Stock;~~

·the redemption, acquisition or purchase by us of any of our equity securities, other than a repurchase from an employee or director in connection with such person’s termination or as provided in the agreement pursuant to which such equity securities were issued;

·~~any change to our certificate of incorporation or bylaws that adversely affects the rights, preferences, privileges or voting rights of the holders of the Series A Preferred Stock;~~

·acquisitions or dispositions for which the amount of consideration exceeds 20% of our market capitalization in any single transaction or 40% of our market capitalization for any series of transactions during a calendar year;

·~~entering into certain transactions with affiliates, other than transactions that do not exceed, in the aggregate, $10 million in any calendar year;~~

·certain corporate transactions unless the holders of the Series A Preferred Stock would receive consideration consisting solely of cash and/or marketable securities with an aggregate fair market value equal to or greater than the then applicable liquidation preference on such shares of Series A Preferred Stock; and

·~~any increase or decrease in the size of our board of directors.~~

The Series A Preferred Stock is senior to our common stock with respect to dividend rights. The issuance of the Series A Preferred Stock to Eagle Energy was approved by our stockholders holding a majority of the outstanding shares of our common stock.

Anti-Takeover Effects of Provisions of ~~Our~~our Second Amended and Restated Certificate of Incorporation, our Third Amended and Restated Bylaws and Delaware Law

Some provisions of Delaware law, and our ~~amended and restated certificate~~Certificate of ~~incorporation~~Incorporation and our ~~amended and restated bylaws~~Bylaws described below ~~will~~ contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or ~~otherwise;~~otherwise or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these

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provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

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These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We are not subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, ~~those provisions prohibit~~Section 203 prohibits a publicly held Delaware corporation ~~including those whose securities are listed for trading on the NYSE,~~ from engaging in ~~any business combination~~a “business combination” with ~~any interested stockholder~~an “interested stockholder” for a three-year period ~~of three years~~ following the ~~date~~time that ~~the~~such stockholder ~~became~~becomes an interested stockholder, ~~unless:~~

unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s outstanding voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

·•

the transaction is approved by the board of directors before the date the interested stockholder attained that status;

•

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction ~~commenced;~~commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or

•

on or after such time, the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

A Delaware corporation may “opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from amendments approved by the holders of at least a majority of the corporation’s outstanding voting shares. We elected to “opt out” of the provisions of Section 203.

Second Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws

Provisions of our ~~amended~~Certificate of Incorporation and ~~restated certificate of incorporation and amended and restated bylaws~~Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Among other things, our ~~amended~~Certificate of Incorporation and ~~restated certificate of incorporation and amended and restated bylaws:~~

Bylaws:

·•

permit our board of directors to issue up to 50,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;

•

provide that the authorized number of directors may be changed only by resolution of the board of directors;

•

·at any time after the earlier of the date that (i) FR Midstates Interholding LP (“FRMI”) no longer owns more than 25% of our common stock or (ii) FRMI declares that a Trigger Date (as defined in our amended and restated certificate of incorporation and our amended and restated bylaws) has occurred:

·provide that any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such series (prior to such time, such actions may be taken without a meeting by written consent of holders of common stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting);

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·provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (prior to such time, vacancies may also be filled by the affirmative vote of the holders of a majority of our then outstanding common stock);

•

provide that our ~~amended and restated bylaws~~Bylaws may only ~~be amended by the affirmative vote of the holders of at least two-thirds of our then outstanding common stock (prior to such time, our amended and restated bylaws may~~ be amended by the affirmative vote of the holders of a majority of our then outstanding common ~~stock); and~~stock or by resolution adopted by a majority of the directors;

•

provide that special meetings of our stockholders may only be called by the board of directors, the chief executive officer or the chairman of the board or the board of ~~directors (prior to such time, a special meeting may also be called at the request of stockholders holding 25% of the outstanding shares entitled to vote);~~directors;

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·•provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms, other than directors which may be elected by holders of preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the board of directors;

·provide that we renounce any interest in the business opportunities of First Reserve Management, L.P. (“First Reserve”) and of our directors who are affiliated with First Reserve, other than directors employed by us, and that neither our directors affiliated with First Reserve, other than directors employed by us, nor First Reserve, have any obligation to offer us those opportunities;

eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by the DGCL and indemnify our directors and officers to the fullest extent permitted by Section 145 of the DGCL;

•

provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice; ~~and~~

•

do not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so ~~choose.~~choose; and

•

provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or our Certificate of Incorporation or Bylaws or (4) any action asserting a claim against us governed by the internal affairs doctrine.

The choice of forum provisions summarized above are not intended to apply to claims for which federal law creates exclusive jurisdiction, including the Exchange Act. We further note that the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created under the Securities Act, so there is uncertainty as to whether a court would enforce the forum selection provision with respect to claims under the Securities Act, and in any event, our stockholders cannot waive compliance with federal securities laws and the rules and regulations thereunder. Stockholders may be subject to increased costs to bring these claims, and choice of forum provisions could have the effect of discouraging claims or limiting investors’ ability to bring claims in a judicial forum that they find favorable.

~~Limitation of~~Directors’ Liability and Indemnification ~~Matters~~of Directors and Officers

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursements for expenses incurred arising under the Securities Act.

Our ~~amended and restated certificate~~Certificate of ~~incorporation limits the liability of~~Incorporation provides that a director will not be personally liable to us or our ~~directors~~stockholders for monetary damages for breach of ~~their~~ fiduciary duty as ~~directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of~~ a ~~company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:~~

director, except:

·•

for any breach of ~~their~~the duty of loyalty to us or our stockholders;

•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing ~~violation~~violations of law;

•

for ~~unlawful payment of dividend or unlawful stock repurchase or redemption, as provided~~liability under Section 174 of the ~~DGCL;~~DGCL (relating to unlawful dividends, stock repurchases or stock redemptions); or

•

for any transaction from which the director derived anany improper personal benefit.

The effect of this provision is to eliminate our rights, and our stockholders’ rights, to recover monetary damages against a director for breach of a fiduciary duty of care as a director. This provision does not limit or eliminate our rights or those of any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under federal securities laws. In addition, our Certificate of Incorporation provides that we indemnify each director and the officers, employees and agents determined by our board of directors to the fullest extent provided by the laws of the State of Delaware. Our Certificate of Incorporation also requires us to advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.

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Any amendment ~~repeal~~to or ~~modification~~repeal of these provisions will ~~be prospective only and would~~ not adversely affect any ~~limitation on liability~~right or protection of ~~a director for acts~~our directors in respect of any act or ~~omissions~~failure to act that occurred prior to any amendment to or repeal of such ~~amendment, repeal~~provisions or ~~modification.~~

~~Our~~the adoption of an inconsistent provision. If the DGCL is amended ~~and restated certificate~~to provide further limitation on the personal liability of ~~incorporation and amended and restated bylaws also provide that we will indemnify~~directors of corporations, then the personal liability of our directors ~~and officers~~will be further limited to the ~~fullest~~greatest extent permitted by Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We intend to enterthe DGCL. In addition, we have entered into separate indemnification agreements with each of our ~~current and future~~ directors and executive officers. ~~These agreements will require us to indemnify these individuals~~We also maintain director and officer liability insurance.

Other Rights

Under the terms of our Certificate of Incorporation and Bylaws, we are prohibited from issuing any non-voting equity securities to the ~~fullest~~ extent ~~permitted~~required under ~~Delaware law against liability that may arise by reason~~Section 1123(a)(6) of ~~their service~~the Bankruptcy Code and only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to ~~us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that~~ the limitation of liability provision in our amended and restated certificate of incorporation and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Company.

Transfer Agent and Registrar

The transfer agent and registrar for our ~~common stock~~Common Stock is ~~American Stock Transfer &~~Equiniti Trust Company, LLC.

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~~Our common stock is listed on the NYSE under the symbol “MPO.”~~

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DESCRIPTION OF DEPOSITARY SHARES

We may offer depositary shares (either separately or together with other securities) representing fractional interests in our preferred stock of any series. In connection with the issuance of any depositary shares, we will enter into a deposit agreement with a bank or trust company, as depositary, which will be named in the applicable prospectus supplement. Depositary shares will be evidenced by depositary receipts issued pursuant to the related deposit agreement. Immediately following our issuance of the preferred stock related to the depositary shares, we will deposit the preferred stock with the relevant preferred stock depositary and will cause the preferred stock depositary to issue, on our behalf, the related depositary receipts. Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fraction of a share of preferred stock represented by the related depositary share, to all the rights, preferences and privileges of, and will be subject to all of the limitations and restrictions on, the preferred stock represented by the depositary receipt (including, if applicable, dividend, voting, conversion, exchange redemption and liquidation rights).

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DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of our common ~~stock.~~stock, preferred stock or debt securities. Warrants may be issued independently or together with debt securities, preferred stock or common stock offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of warrants. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. The following summary of certain provisions of the warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.

You should refer to the prospectus supplement relating to a particular issue of warrants for the terms of and information relating to the warrants, including, where applicable:

(1)

the number of shares of common stock, preferred stock or debt securities purchasable upon exercise of the warrants and the price at which such number of shares of common stock, preferred stock or debt securities may be purchased upon exercise of the warrants;

(2)

the date on which the right to exercise the warrants commences and the date on which such right expires (the “Expiration Date”);

(3)

the price or prices at which such warrants will be issued;

(4)

United States federal income tax consequences applicable to the warrants;

~~(4)~~

(5)

the amount of the warrants outstanding as of the most recent practicable date; and

~~(5)~~

(6)

any other terms of the warrants.

Warrants will be offered and exercisable for United States dollars only. Warrants will be issued in registered form only. Each warrant will entitle its holder to purchase such number of shares of common stock, preferred stock or debt securities at such exercise price as is in each case set forth in, or calculable from, the prospectus supplement relating to the warrants. The exercise price may be subject to adjustment upon the occurrence of events described in such prospectus supplement. After the close of business on the Expiration Date (or such later date to which we may extend such Expiration Date), unexercised warrants will become void. The place or places where, and the manner in which, warrants may be exercised will be specified in the prospectus supplement relating to such warrants.

Prior to the exercise of any warrants, holders of the warrants exercisable for common stock, preferred stock or debt securities will not have any of the rights of holders of ~~common stock,~~such securities, including the right to receive payments of any dividends on the common stock purchasable upon exercise of the warrants, or to exercise any applicable right to vote.

2013

~~Table of Contents~~

~~PLAN~~TABLE OF ~~DISTRIBUTION~~CONTENTS

~~We may sell the securities pursuant to this prospectus and any accompanying prospectus supplement:~~

·~~through agents;~~

·~~through underwriters or dealers;~~

·~~directly to one or more purchasers, including existing shareholders; or~~

·~~any combination of the foregoing methods.~~

We will prepare a prospectus supplement for each offering that will disclose the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase price of the securities and the proceeds to us from the sale, any underwriting discounts and other items constituting compensation to underwriters, dealers or agents and any delayed delivery arrangements.

The distribution of the securities may be effected from time to time in one or more transactions at a fixed price, at prevailing market prices at the time of the sale, at prices related to such prevailing market prices at varying prices determined at the time of sale, or at negotiated prices or prices.

~~By Agents~~

Securities offered by us pursuant to this prospectus may be sold through agents designated by us. Unless otherwise indicated in the prospectus supplement, any such agent is acting on a best efforts basis for the period of its appointment.

~~By Underwriters~~

~~Direct Sales~~

Securities offered by us pursuant to this prospectus may also be sold directly by us. In this case, no underwriters or agents would be involved. We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

~~Delayed Delivery Arrangements~~

We may authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase offered securities providing for payment and delivery on a future date specified in the prospectus supplement. Institutional investors to which such offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, education and charitable institutions and such other institutions as may be approved by us. The obligations of any such purchasers under such delayed delivery and payment arrangements will be subject to the condition that the purchase of the offered securities will not at the time of delivery be prohibited under applicable law. The underwriters and such agents will not have any responsibility with respect to the validity or performance of such contracts.

~~Table of Contents~~

~~General Information~~

Underwriters, dealers and agents that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation described in the applicable prospectus supplement.

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the underwriters, dealers or agents may be required to make.

~~Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiary in the ordinary course of their businesses.~~

In connection with offerings of securities under the registration statement of which this prospectus forms a part and in compliance with applicable law, underwriters, brokers or dealers may engage in transactions that stabilize or maintain the market price of the securities at levels above those that might otherwise prevail in the open market. Specifically, underwriters, brokers or dealers may over-allot in connection with offerings, creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the securities, the underwriters, brokers or dealers may place bids for the securities or effect purchases of the securities in the open market. Finally, the underwriters may impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution of the securities in offerings may be reclaimed by the syndicate if the syndicate repurchases previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.

~~Table of Contents~~

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by ~~Vinson~~Kirkland & ~~Elkins L.L.P.,~~Ellis LLP, Houston, Texas. Legal counsel to any underwriters may pass upon legal matters for such underwriters.

EXPERTS

The consolidated financial statements of the Company as of and for the years ended December 31, 2023 and December 31, 2022, incorporated by reference in this ~~prospectus~~Prospectus by reference ~~from~~to the ~~Midstates Petroleum Company, Inc.’s Annual Report~~Company’s annual report on Form 10-K for the year ended December 31, 2023, and the effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their ~~report, which is incorporated herein by reference.~~reports. Such ~~consolidated~~ financial statements ~~have been so~~are incorporated by reference in reliance upon the ~~report~~reports of such firm given upon their authority as experts in accounting and auditing.

The combined statements of revenues and direct operating expenses for the Panther Energy Company, LLC assets to be acquired by Midstates Petroleum Company, Inc. for the years ended September 30, 2012, 2011 and 2010, included in Midstates’ Form 8-K filed on May 20, 2013 incorporated by reference into this registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent certified public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.

The consolidated financial statements of Eagle Energy Company of Oklahoma, LLC as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in members’ equity, and cash flows for the years ended December 31, 2011, and 2010, and the period from December 11, 2009 (Inception) to December 31, 2009, appearing in Midstates Petroleum Company, Inc.’s Form 8-K dated September 5, 2012, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Certain estimates of our ~~net crude~~ oil and natural gas reserves and related information included or incorporated by reference in this prospectus have been derived from ~~reports~~the report prepared by ~~Netherland, Sewell~~Cawley, Gillespie & Associates, Inc.~~, independent petroleum engineers, and all~~ All such information has been so included or incorporated ~~in reliance~~by reference on the authority of ~~that~~such firm as ~~experts~~an expert regarding the matters contained in ~~their~~its report.

~~Certain estimates~~

WHERE YOU CAN FIND MORE INFORMATION

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the ~~net crude oil~~Exchange Act are made available free of charge on our website at www.amplifyenergy.com as soon as reasonably practicable after these reports have been electronically filed with, or furnished to, the SEC. Our website also includes our Code of Business Conduct and ~~natural gas reserves~~Ethics, Corporate Governance Guidelines and ~~related~~the charters of our audit committee, compensation committee and nominating & governance committee. The information contained on, or connected to, our website is not incorporated by reference into this prospectus and should not be considered part of this or any other report that we file with or furnish to the ~~Panther Acquisition properties included or~~SEC.

The SEC maintains a website that contains reports, proxy and information statements, and other information regarding the Company at www.sec.gov.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We “incorporate by reference” information into this prospectus, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained expressly in this prospectus, and the information that we file later with the SEC will automatically supersede this information. You should not assume that the information in this prospectus is current as of any date other than the date on the front page of this prospectus. You should not assume that the information contained in the documents incorporated by reference in this prospectus or any supplement thereto is accurate as of any date other than the respective dates of those documents.

We incorporate by reference the documents listed below, any documents we may file pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of the filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information furnished and not filed with the SEC, from the date of this prospectus until we have ~~been derived~~sold all of the Securities to which this prospectus relates or each offering under this prospectus is otherwise terminated:

•

our Annual Report on Form 10-K for the year ended December 31, 2023 dated March 6, 2024, including information specifically incorporated by reference into such Annual Report on Form 10-K from ~~reports prepared by Cawley, Gillespie & Associates, Inc., independent petroleum engineers,~~our Definitive Proxy Statement on Schedule 14A for our 2024 Annual Meeting of Shareholders filed on April 5, 2024; and ~~all such information has been so incorporated in reliance on~~

•

the ~~authority~~description of ~~that firm as experts regarding the matters~~our common stock contained in ~~their report.~~

our Form 8-A filed on May 3, 2017, as amended by Exhibit 4.3 to our Annual Report on Form 10-K filed on March 5, 2020, including any subsequent amendment or any report filed for the purpose of updating such description.

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~~Table~~

Any information in any of ~~Contents~~the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.

Amplify Energy Corp.
Attention: Investor Relations
500 Dallas Street, Suite 1700
Houston, Texas 77002
Phone: (832) 219-9001

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.Other Expenses of Issuance and Distribution.

Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the offering of the securities registered hereby. With the exception of the SEC registration fee, the amounts set forth below are estimates.

SEC registration fee

$
68,200

FINRA filing fee

*

Printing and engraving expenses

*

Accounting fees and expenses

*

Legal fees and expenses

*

Miscellaneous

*

Total

$
*

SEC registration fee	$	27,275(1)
Printing and engraving expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Registrar and Transfer Agent’s fees		*
Miscellaneous		*
Total	$	*

(1)

In accordance with Rule 415(a)(6) under the Securities Act, the filing fee previously paid in connection with the securities registered under the registration statement on Form S-3 (File Number 333-254149), all of which remain unsold, will continue to be applied to the securities registered under this registration statement. Please see the registration fee table contained in Exhibit 107 to this registration statement for more information.

*~~These fees~~

Estimated expenses are ~~calculated based on~~not presently known. The foregoing sets forth the ~~number~~general categories of ~~issuances~~expenses (other than underwriting discounts and ~~amount~~commissions) that we anticipate we will incur in connection with the offering of securities ~~offered and accordingly cannot be estimated at~~under this ~~time.~~

registration statement on Form S-3.

Item 15.Indemnification of Directors and Officers.

Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue, or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be

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paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized by Section 145 of the ~~DGCL Law.~~ DGCL.

Section 145(e) of the DGCL further provides that such expenses (including attorneys’ fees) incurred by former directors and officers or other employees or agents of the corporation may be so paid upon such terms and conditions as the corporation deems appropriate.

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~~Table of Contents~~

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.

Our ~~certificate~~Certificate of ~~incorporation~~Incorporation provides that we will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Our ~~amended and restated bylaws~~Bylaws further provide for the advancement of expenses to each of our officers and directors.

Our ~~certificate~~Certificate of ~~incorporation~~Incorporation provides that, to the fullest extent permitted by the DGCL, our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Under Section 102(b)(7) of the DGCL, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty can be limited or eliminated except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL (relating to unlawful payment of dividend or unlawful stock purchase or redemption); or (4) for any transaction from which the director derived an improper personal benefit.

We also maintain a general liability insurance policy which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers, whether or not we would have the power to indemnify such person against such liability under the DGCL or the provisions of our ~~certificate~~Certificate of ~~incorporation.~~

Incorporation.

We have also entered into indemnification agreements with each of our directors and our executive officers. These agreements provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and by our ~~certificate~~Certificate of ~~incorporation~~Incorporation or ~~bylaws.~~

Bylaws.

Any underwriting agreement entered into in connection with the sale of securities offered pursuant to this registration statement will provide for indemnification.

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Item 16.Exhibits.

The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing of ~~Midstates Petroleum~~the Company ~~Inc.~~ under the Securities Act or the Exchange Act as indicated in parentheses:

	Exhibit Number		Exhibits
1.1*	1.1*		Form of Underwriting Agreement.
	2.1
~~2.1~~		~~Master Reorganization~~ Agreement and Plan of Merger, dated ~~April 24, 2012,~~May 5, 2019, by and among ~~the~~Amplify Energy Corp., Midstates Petroleum Company, Inc. and ~~certain of its affiliates, certain members of the Company’s management and certain affiliates of First Reserve Corporation (filed as~~Midstates Holdings, Inc. (incorporated by reference to Exhibit 2.1 toof the Company’s Current Report on Form 8-K (File No. 001-35364) filed on ~~April 25, 2012, and incorporated herein by reference)~~May 6, 2019).
	4.1
~~2.2~~		~~Purchase and Sale Agreement, dated as~~Description of ~~April 3, 2013, by and among Midstates Petroleum Company LLC, Panther Energy Company, LLC, Red Willow Mid-Continent, LLC and Linn Energy Holdings, LLC (filed as Exhibit 2.1 to~~ the Company’s ~~Current~~Capital Stock Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 of the Annual Report on Form ~~8-K~~10-K (File No. 001-35512) filed on ~~April 4, 2013, and incorporated herein by reference)~~March 5, 2020).
	4.2**
~~3.1~~		Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2012, and incorporated herein by reference).

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~~Table of Contents~~

~~Exhibit~~ ~~Number~~		~~Exhibits~~
~~3.2~~		~~Amended and Restated Bylaws of Midstates Petroleum Company, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 25, 2012, and incorporated herein by reference).~~

~~3.3~~		Certificate of Designations of Series A Mandatorily Convertible Preferred Stock of Midstates Petroleum Company, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 2, 2012, and incorporated herein by reference).

~~4.1~~		~~Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A on February 29, 2012, and incorporated herein by reference).~~

~~4.2~~		Indenture, dated October 1, 2012, by and among the Company, Midstates Petroleum Company LLC and Wells Fargo Bank, National Association, as trustee, governing the 10.75% senior notes due 2020 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 2, 2012, and incorporated herein by reference).

~~4.3~~		Registration Rights Agreement, dated October 1, 2012, by and among the Company, Midstates Petroleum Company LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein, relating to the 10.75% senior notes due 2020 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 2, 2012, and incorporated herein by reference).

~~4.4~~		Registration Rights Agreement, dated October 1, 2012, by and among the Company, Eagle Energy Production, LLC, FR Midstates Interholding, LP and certain other of the Company’s stockholders (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 2, 2012, and incorporated herein by reference).

~~4.5~~		Indenture, dated May 31, 2013, by and among the Midstates Petroleum Company, Inc., Midstates Petroleum Company LLC and the Well Fargo Bank, National Association, as trustee, governing the 9.25% senior notes due 2021 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 3, 2013, and incorporated herein by reference).

~~4.6~~		Registration Rights Agreement, dated May 31, 2013, by and among the Midstates Petroleum Company, Inc., Midstates Petroleum Company LLC and Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several initial purchasers named therein, relating to the 9.25% senior notes due 2021 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 3, 2013, and incorporated herein by reference).

4.7**		Form of Indenture for Senior Debt Securities.
	4.3**
4.8**		Form of Indenture for Subordinated Debt Securities.
	4.4**
4.9**		Form of Senior Debt Securities (included in Exhibit ~~4.7)~~4.2).
	4.5**
4.10**		Form of Subordinated Debt Securities (included in Exhibit ~~4.8)~~4.3).
	4.6*
4.11*		Form of Deposit Agreement, including form of Depositary Receipt.
	4.7*
4.12*		Form of Debt Securities Warrant Agreement.
	4.8*
4.13*		Form of Common Stock Warrant Agreement.
	4.9*
4.14*		Form of Preferred Stock Warrant Agreement.
	4.10*		Specimen preferred stock certificate.
	4.11*		Form of Certificate of Designation of preferred stock.
	5.1**		Opinion of ~~Vinson~~Kirkland & ~~Elkins L.L.P.~~ Ellis LLP.
	23.1**
12.1**		~~Statement of Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preference Securities Dividends.~~

23.1**		Consent of Deloitte & Touche LLP.
	23.2**
23.2**		~~Consent of Grant Thornton LLP.~~

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~~Exhibit~~ ~~Number~~		~~Exhibits~~
23.3**		~~Consent of Ernst & Young LLP.~~

23.4**		~~Consent of Netherland, Sewell & Associates, Inc.~~

23.5**		Consent of Cawley, Gillespie & Associates, Inc.
	23.3**
23.6**		Consent of ~~Vinson~~Kirkland & ~~Elkins L.L.P.~~Ellis LLP (included in Exhibit 5.1).
	24.1**
24.1**		Powers of Attorney (included on signature pages of this Registration Statement).

25.1***			Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture.

25.2***			Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture.
	107**			Filing Fee Table.

To be filed by amendment or as an exhibit to a current report on Form 8-K of ~~Midstates Petroleum Company, Inc.~~

Amplify Energy Corp.

Filed herewith.

***

To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.

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Item 17.Undertakings.

(a)

The undersigned ~~registrants~~registrant hereby ~~undertake:~~

undertakes:

~~(a)~~(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by ~~Section~~section 10(a)(3) of the Securities Act of ~~1933, as amended;~~

1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set

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forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range ~~maybe~~may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration ~~statement;~~

statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in ~~periodic~~ reports filed with or furnished to the ~~Commission~~SEC by the ~~registrants~~registrant pursuant to Section 13 or Section 15(d) of the ~~Securities~~ Exchange Act ~~of 1934~~ that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

~~(b)~~(2)

That, for the purpose of determining any liability under the Securities Act of 1933, ~~as amended,~~ each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

~~(c)~~

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, maybe permitted to directors, officers or persons controlling the registrants pursuant to the provisions set forth or described in Item 15 of this registration statement, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

~~The undersigned registrants hereby undertake that,~~

That, for the purpose of determining ~~any~~ liability under the Securities Act of 1933 to any purchaser:

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~~(a)~~Each prospectus filed by ~~such registrant~~the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

~~(b)~~

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by ~~Section~~section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which ~~the~~that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering ~~thereof; provided,~~thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective ~~date.~~date; or

(5)

~~The undersigned registrants hereby undertake that,~~

That, for the purpose of determining liability of ~~such~~the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, ~~each of~~ the undersigned ~~registrants~~registrant undertakes that in a primary offering of securities of ~~such~~the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the

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following communications, ~~such~~the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~(a)~~(i)

Any preliminary prospectus or prospectus of ~~such~~the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

~~(b)~~

Any free writing prospectus relating to the offering prepared by or on behalf of ~~such~~the undersigned registrant or used or referred to by ~~such~~the undersigned registrant;

(iii)

~~(c)~~

The portion of any other free writing prospectus relating to the offering containing material information about ~~such~~the undersigned registrant or its securities provided by or on behalf of ~~such~~the undersigned registrant; and

(iv)

~~(d)~~

Any other communication that is an offer in the offering made by ~~such~~the undersigned registrant to the purchaser.

(b)

~~II-6~~The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial

bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e)

Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

II-5

TABLE OF CONTENTS

~~Table of Contents~~

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ~~Midstates Petroleum Company, Inc.~~Amplify Energy Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on ~~June 20, 2013.~~

	~~MIDSTATES PETROLEUM COMPANY, INC.~~


	~~By:~~	~~/s/ Thomas L. Mitchell~~
		~~Thomas L. Mitchell~~
		~~Executive Vice President and Chief Financial Officer~~

April 8, 2024.

AMPLIFY ENERGY CORP.

By:

/s/ Martyn Willsher

Martyn Willsher
President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints ~~Thomas L. Mitchell, John P. Foley and Eric J. Christ, and each of them, any of whom may act without the joinder of the other,~~Martyn Willsher as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on ~~June 20, 2013.~~

April 8, 2024.

~~Signature~~	Signature	~~Title~~	Title		Date

/s/ ~~John A. Crum~~ Martyn Willsher Martyn Willsher		~~Chairman, President and Chief Executive~~	~~June 20, 2013~~
~~John A. Crum~~		~~Officer (Principal Executive Officer)~~	~~June 20, 2013~~


~~/s/ Thomas L. Mitchell~~		~~Executive Vice~~ President, Chief ~~Financial~~	~~June 20, 2013~~
~~Thomas L. Mitchell~~		Executive Officer and Director (Principal ~~Financial~~ Executive Officer)		April 8, 2024
		~~Officer)~~


/s/ ~~Nelson M. Haight~~ James Frew James Frew		~~Vice President and Controller (Principal~~	~~June 20, 2013~~
~~Nelson M. Haight~~		~~Accounting Officer)~~	~~June 20, 2013~~


~~/s/ Anastasia Deulina~~		~~Director~~	~~June 20, 2013~~
~~Anastasia Deulina~~			~~June 20, 2013~~


~~/s/ Loren M. Leiker~~		~~Director~~	~~June 20, 2013~~
~~Loren M. Leiker~~			~~June 20, 2013~~

~~II-7~~

~~Table of Contents~~

~~Signature~~	~~Title~~	~~Date~~

~~/s/ Peter J. Hill~~	~~Director~~	~~June 20, 2013~~
~~Peter J. Hill~~		~~June 20, 2013~~

~~/s/ Stephen J. McDaniel~~	~~Director~~	~~June 20, 2013~~
~~Stephen J. McDaniel~~		~~June 20, 2013~~

~~/s/ John Mogford~~	~~Director~~	~~June 20, 2013~~
~~John Mogford~~	~~Director~~	~~June 20, 2013~~


~~/s/ Mary P. Ricciardello~~	~~Director~~	~~June 20, 2013~~
~~Mary P. Ricciardello~~		~~June 20, 2013~~

~~/s/ Robert M. Tichio~~	~~Director~~	~~June 20, 2013~~
~~Robert M. Tichio~~		~~June 20, 2013~~

~~/s/ Thomas C. Knudson~~	~~Director~~	~~June 20, 2013~~
~~Thomas C. Knudson~~		~~June 20, 2013~~

~~II-8~~

~~Table of Contents~~

~~SIGNATURES~~

Pursuant to the requirements of the Securities Act of 1933, as amended, Midstates Petroleum Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on June 20, 2013.

	~~MIDSTATES PETROLEUM COMPANY LLC~~


	~~By:~~	~~/s/ Thomas L. Mitchell~~
		~~Thomas L. Mitchell~~
		~~Executive~~Senior Vice President and Chief Financial Officer

Each person whose signature appears below hereby constitutes and appoints Thomas L. Mitchell, John P. Foley and Eric J. Christ, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.

~~Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 20, 2013.~~

~~Signature~~ (Principal Financial Officer)		~~Title~~	April 8, 2024	~~Date~~

/s/ ~~John A. Crum~~ Eric Dulany Eric Dulany		~~Chairman,~~	Vice President and Chief ~~Executive~~ Accounting Officer (Principal Accounting Officer)		~~June 20, 2013~~	April 8, 2024
~~John A. Crum~~	/s/ Christopher W. Hamm Christopher W. Hamm	~~Officer (Principal Executive Officer)~~		Chairman and Director			April 8, 2024
	/s/ Deborah G. Adams Deborah G. Adams			Director			April 8, 2024
	/s/ ~~Thomas L. Mitchell~~ James E. Craddock James E. Craddock		~~Executive Vice President, Chief Financial~~	Director	~~June 20, 2013~~		April 8, 2024

II-6

TABLE OF CONTENTS

	Signature			Title		Date
~~Thomas L. Mitchell~~	/s/ Patrice Douglas Patrice Douglas	~~Officer and Director (Principal Financial~~ ~~Officer)~~		Director		April 8, 2024
	/s/ Randal T. Klein Randal T. Klein			Director		April 8, 2024
	/s/ ~~Nelson M. Haight~~ Vidisha Prasad Vidisha Prasad		~~Vice President and Controller (Principal~~	Director	~~June 20, 2013~~	April 8, 2024
~~Nelson M. Haight~~		~~Accounting Officer)~~

/s/ ~~John P. Foley~~ Todd R. Snyder Todd R. Snyder		~~Manager~~	Director	~~June 20, 2013~~
~~John P. Foley~~		April 8, 2024

~~II-9~~II-7

~~Table of Contents~~

~~Index to Exhibits~~

The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing of Midstates Petroleum Company, Inc. under the Securities Act or the Exchange Act as indicated in parentheses:

~~Exhibit~~ ~~Number~~		~~Exhibits~~
1.1*		~~Form of Underwriting Agreement.~~

~~2.1~~		Master Reorganization Agreement, dated April 24, 2012, by and among the Company and certain of its affiliates, certain members of the Company’s management and certain affiliates of First Reserve Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 25, 2012, and incorporated herein by reference).

~~2.2~~		Purchase and Sale Agreement, dated as of April 3, 2013, by and among Midstates Petroleum Company LLC, Panther Energy Company, LLC, Red Willow Mid-Continent, LLC and Linn Energy Holdings, LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 4, 2013, and incorporated herein by reference).

~~3.1~~		Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2012, and incorporated herein by reference).

~~3.2~~		~~Amended and Restated Bylaws of Midstates Petroleum Company, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 25, 2012, and incorporated herein by reference).~~

~~3.3~~		Certificate of Designations of Series A Mandatorily Convertible Preferred Stock of Midstates Petroleum Company, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 2, 2012, and incorporated herein by reference).

~~4.1~~		~~Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A on February 29, 2012, and incorporated herein by reference).~~

~~4.2~~		Indenture, dated October 1, 2012, by and among the Company, Midstates Petroleum Company LLC and Wells Fargo Bank, National Association, as trustee, governing the 10.75% senior notes due 2020 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 2, 2012, and incorporated herein by reference).

~~4.3~~		Registration Rights Agreement, dated October 1, 2012, by and among the Company, Midstates Petroleum Company LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein, relating to the 10.75% senior notes due 2020 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 2, 2012, and incorporated herein by reference).

~~4.4~~		Registration Rights Agreement, dated October 1, 2012, by and among the Company, Eagle Energy Production, LLC, FR Midstates Interholding, LP and certain other of the Company’s stockholders (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 2, 2012, and incorporated herein by reference).

~~4.5~~		Indenture, dated May 31, 2013, by and among the Midstates Petroleum Company, Inc., Midstates Petroleum Company LLC and the Well Fargo Bank, National Association, as trustee, governing the 9.25% senior notes due 2021 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 3, 2013, and incorporated herein by reference).

~~4.6~~		Registration Rights Agreement, dated May 31, 2013, by and among the Midstates Petroleum Company, Inc., Midstates Petroleum Company LLC and Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several initial purchasers named therein, relating to the 9.25% senior notes due 2021 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 3, 2013, and incorporated herein by reference).

4.7**		~~Form of Indenture for Senior Debt Securities.~~

4.8**		~~Form of Indenture for Subordinated Debt Securities.~~

~~II-10~~

~~Table of Contents~~

~~Exhibit~~ ~~Number~~		~~Exhibits~~
4.9**		~~Form of Senior Debt Securities (included in Exhibit 4.7).~~

4.10**		~~Form of Subordinated Debt Securities (included in Exhibit 4.8).~~

4.11*		~~Form of Deposit Agreement, including form of Depositary Receipt.~~

4.12*		~~Form of Debt Securities Warrant Agreement.~~

4.13*		~~Form of Common Stock Warrant Agreement.~~

4.14*		~~Form of Preferred Stock Warrant Agreement.~~

5.1**		~~Opinion of Vinson & Elkins L.L.P.~~

12.1**		~~Statement of Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preference Securities Dividends.~~

23.1**		~~Consent of Deloitte & Touche LLP.~~

23.2**		~~Consent of Grant Thornton LLP.~~

23.3**		~~Consent of Ernst & Young LLP.~~

23.4**		~~Consent of Netherland, Sewell & Associates, Inc.~~

23.5**		~~Consent of Cawley, Gillespie & Associates, Inc.~~

23.6**		~~Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).~~

24.1**		~~Powers of Attorney (included on signature pages of this Registration Statement).~~

25.1***		~~Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture.~~

25.2***		~~Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture.~~

*~~To be filed by amendment or as an exhibit to a current report on Form 8-K of Midstates Petroleum Company, Inc.~~

**~~Filed herewith.~~

~~***To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.~~

~~II-11~~

~~Delaware~~		Delaware ~~Midstates Petroleum~~ Company, Inc. *		~~45-3691816~~
(State or other jurisdiction of ~~of incorporation)~~ incorporation or organization)		~~(Exact name of registrant~~ ~~as specified in its charter)~~		82-1326219 (I.R.S. Employer Identification Number)

	Large accelerated filer	o		☐			Accelerated filer	o		☒
	Non-accelerated filer	x ~~(Do not check if a smaller reporting company)~~		☐			Smaller reporting company	o

	Three Months Ended March 31,	Year Ended December 31,
	2013	2012	2011	2010	2009	2008
Ratio of earnings to fixed charges(1)	(2)	(3)	3.5x	(4)	(5)	(6)
Ratio of earnings to combined fixed charges and preference securities dividends (1)	(2)	(3)	3.5x	(4)	(5)	(6)

SEC registration fee	$	68,200
FINRA filing fee	*
Printing and engraving expenses	*
Accounting fees and expenses	*
Legal fees and expenses	*
Miscellaneous	*

Total	$	*