SEC Form 4 · accession 0000899243-17-026600
Jones Energy, Inc. · JONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 10, 2017
Accepted (ET)
Nov 16, 2017 · 4:41 pm EST
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 StockF1,F3 | Nov 10, 2017 | J | 1,401,143 | $0.00 | D | 4,203,430 | I | See Footnotes |
| Class A Common StockF3 | Nov 10, 2017 | J | 1,401,143 | $0.00 | A | 1,401,143 | I | See Footnotes |
| Class A Common StockF3 | Nov 14, 2017 | S | 86,588 | $1.0353 | D | 1,314,551 | I | See Footnotes |
| Class A Common StockF3 | Nov 14, 2017 | S | 22,148 | $1.0353 | D | 1,411,383 | I | See Footnotes |
| Class A Common StockF3 | Nov 14, 2017 | S | 41,498 | $1.0353 | D | 2,644,490 | I | See Footnotes |
| Class A Common StockF3 | Nov 14, 2017 | S | 31,765 | $1.0353 | D | 2,024,262 | I | See Footnotes |
| Class A Common StockF3 | Nov 14, 2017 | S | 38,942 | $1.0353 | D | 2,481,594 | I | See Footnotes |
| Class A Common StockF3 | Nov 14, 2017 | S | 4,059 | $1.0353 | D | 258,662 | 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, LLCF1,F2,F3 | — | Nov 10, 2017 | J | 1,401,143 | D | — | — | Class A common stock | 1,401,143 | 4,203,430 | 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 LLC (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 November 10, 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.