SEC Form 4 · accession 0000899243-18-019689
Jones Energy, Inc. · JONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 3, 2018
Accepted (ET)
Jul 10, 2018 · 3:31 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 StockF1,F3 | Jul 3, 2018 | J | 4,203,430 | $0.00 | D | 0 | I | See Footnotes |
| Class A Common StockF3 | Jul 3, 2018 | J | 4,203,430 | $0.00 | A | 4,937,154 | 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 | — | Jul 3, 2018 | J | 4,203,430 | D | — | — | Class A common stock | 4,203,430 | 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 July 3, 2018 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 MCP (C) II Jones Intermediate LLC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.