SEC Form 4 · accession 0000899243-17-023365

Jones Energy, Inc. · JONE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Metalmark Capital Partners II GP, L.P.

10% Owner

Metalmark Capital II LLC

10% Owner

Period of report

Oct 2, 2017

Accepted (ET)

Oct 3, 2017 · 7:25 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001573166

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class B Common Stock^F1,F3	Oct 2, 2017	J	1,401,143	$0.00	D	5,604,573	I	See Footnotes
Class A Common Stock^F3	Oct 2, 2017	J	1,401,143	$0.00	A	1,401,143	I	See Footnotes
Class B Common Stock^F1,F3	Oct 2, 2017	J	1,791,914	$0.00	D	0	I	See Footnotes
Class A Common Stock^F3	Oct 2, 2017	J	1,791,914	$0.00	A	1,791,914	I	See Footnotes
Class B Common Stock^F1,F3	Oct 2, 2017	J	3,357,483	$0.00	D	0	I	See Footnotes
Class A Common Stock^F3	Oct 2, 2017	J	3,357,483	$0.00	A	3,357,493	I	See Footnotes
Class B Common Stock^F1,F3	Oct 2, 2017	J	2,570,033	$0.00	D	0	I	See Footnotes
Class A Common Stock^F3	Oct 2, 2017	J	2,570,033	$0.00	A	2,570,033	I	See Footnotes
Class B Common Stock^F1,F3	Oct 2, 2017	J	3,150,670	$0.00	D	0	I	See Footnotes
Class A Common Stock^F3	Oct 2, 2017	J	3,150,670	$0.00	A	3,150,670	I	See Footnotes
Class B Common Stock^F1,F3	Oct 2, 2017	J	328,400	$0.00	D	0	I	See Footnotes
Class A Common Stock^F3	Oct 2, 2017	J	328,400	$0.00	A	328,400	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Units of Jones Energy Holdings, LLC^F1,F2,F3	—	Oct 2, 2017	J	1,401,143	D	—	—	Class A common stock	1,401,143	5,604,573	I
Units of Jones Energy Holdings, LLC^F1,F2,F3	—	Oct 2, 2017	J	1,791,914	D	—	—	Class A common stock	1,791,914	0	I
Units of Jones Energy Holdings, LLC^F1,F2,F3	—	Oct 2, 2017	J	3,357,483	D	—	—	Class A common stock	3,357,483	0	I
Units of Jones Energy Holdings, LLC^F1,F2,F3	—	Oct 2, 2017	J	2,570,033	D	—	—	Class A common stock	2,570,033	0	I
Units of Jones Energy Holdings, LLC^F1,F2,F3	—	Oct 2, 2017	J	3,150,670	D	—	—	Class A common stock	3,150,670	0	I
Units of Jones Energy Holdings, LLC^F1,F2,F3	—	Oct 2, 2017	J	328,400	D	—	—	Class A common stock	328,400	0	I

Explanation of responses

F1Each share of Class B common stock of the Issuer ("Class B Common Stock") has no economic rights, but entitles its holder to one vote on all matters to be voted by stockholders generally. Pursuant to the terms of the Exchange Agreement, dated as of July 29, 2013 (the "Exchange Agreement"), by and among the Issuer, Jones Energy Holdings, LLC ("JEH LLC") and the members thereof, the membership units of JEH LL C (the "JEH LLC Units"), together with a corresponding number of shares of Class B Common Stock, are exchangeable at any time and from time to time for shares of Class A common stock of the Issuer ("Class A Common Stock"). The Exchange Agreement was filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2013.
F2The shares of Class B Common Stock and an equivalent number of JEH LLC Units reported herein were exchanged by the Reporting Person for shares of Class A Common Stock on September 28, 2017 pursuant to and in accordance with the Exchange Agreement.
F3The Reporting Person is the sole member of the general partner of Metalmark Capital Partners II GP, L.P, which is the general partner of private equity funds who own the shares through the following entities: MCP (C) II Jones Intermediate LLC, MCP II Co-Investment Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II (Cayman) AIF Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC.. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.