Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): January 30, 2019



Midstates Petroleum Company, Inc.

(Exact name of registrant specified in its charter)








(State or other jurisdiction


(Commission File Number)


(I.R.S. Employer

of incorporation)




Identification No.)


321 South Boston Avenue, Suite 1000
Tulsa, Oklahoma



(Address of principal executive


(Zip Code)


Registrant’s telephone number, including area code: (918) 947-8550


Not Applicable.

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 2.02              Results of Operations and Financial Condition.


On February 5, 2019, Midstates Petroleum Company, Inc. (the “Company”) issued a press release announcing its year-end 2018 reserves and providing an operational and strategic update.  A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


The information furnished pursuant to this Item 2.02 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.


Item 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On January 30, 2019, the Compensation Committee of the Board of Directors of the Company approved the implementation of a short-term annual bonus plan for the Company’s employees for fiscal year 2019 (the “Bonus Plan”). The Bonus Plan is intended to help ensure the continued effectiveness of the Company’s operations. The Bonus Plan entitles each employee to receive 50% of their 2019 target bonus during the current year and will be paid in three cash installments to eligible employees employed by the Company in the following amounts and on the following dates, (i) 25% on March 1, 2019, (ii) 25% on July 1, 2019 and (iii) 50% on December 30, 2019.  All employees employed by the Company are eligible to participate in the Bonus Plan.


Item 9.01              Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.


Description of Exhibit






Press Release, dated February 5, 2019.






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Midstates Petroleum Company, Inc.







Date: February 5, 2019









/s/ Scott C. Weatherholt



Scott C. Weatherholt



Executive Vice President - General Counsel & Corporate Secretary