SEC Form 4 · accession 0000950103-16-011130
Jones Energy, Inc. · JONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Metalmark Capital II LLC
Director · 10% Owner
Period of report
May 19, 2015
Accepted (ET)
Feb 12, 2016 · 8:06 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,F4,F5 | May 19, 2015 | J | 5,000,000 | $0.00 | D | 18,204,216 | I | See foonotes |
| Class A Common StockF6,F3,F4,F5 | May 19, 2015 | J | 5,000,000 | $0.00 | A | 5,051,214 | I | See foonotes |
| Class A Common StockF6,F3,F4,F5 | May 19, 2015 | S | 5,000,000 | $10.00 | D | 51,214 | I | See foonotes |
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,F4,F5 | — | May 19, 2015 | J | 5,000,000 | D | — | — | Class A common stock | 5,000,000 | 18,204,216 | 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 May 19, 2015 pursuant to and in accordance with the Exchange Agreement.
- F3The Reporting Person is the sole member of Metalmark Capital Holdings, LLC, which is in turn the general partner of Metalmark Capital Partners II GP, L.P., which is in turn 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.
- F4The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- F5Howard Hoffen, Chief Executive Officer of Metalmark, and Gregory D. Myers, a Managing Director of Metalmark, each serve as directors of the Issuer, and the Reporting Person and the entities described in footnote (3) of this Form 4 may each be deemed a director of the Issuer on the basis of their respective relationships with Howard Hoffen and Gregory D. Myers.
- F6The number of shares of Class A Common Stock reported herein includes 24,262 shares of Class A Common Stock previously granted by the Issuer to Messrs. Hoffen and Myers for their service on the Issuer's Board of Directors that, pursuant to an assignment agreement between each of Messrs. Hoffen and Myers and the Reporting Person, are held by Metalmark Management II LLC ("Management LLC"), a wholly-owned indirect subsidiary of the Reporting Person. The number of shares of Class A Common Stock reported herein also includes 26,952 restricted shares of Class A Common Stock granted by the Issuer to Messrs. Hoffen and Myers that will vest on May 25, 2016. Messrs. Hoffen and Myers have assigned all rights, title and interest in the shares of Class A Common Stock under those grants to Management LLC.