SEC Form 4 · accession 0001104659-15-025773
Jones Energy, Inc. · JONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonny Jones
Officer — Chairman of the Board and CEO · Director · 10% Owner
Period of report
May 20, 2014
Accepted (ET)
Apr 3, 2015 · 3:57 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 A common stockF3 | May 20, 2014 | A | 71,597 | $0.00 | A | 248,297 | I | See footnote |
| Class B common stockF4,F5 | Apr 1, 2015 | J | 37,742 | $0.00 | D | 11,872,132 | I | See footnote |
| Class A common stockF1 | holding | — | — | — | 1,333,433 | I | See footnote |
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, LLCF4,F5 | — | Apr 1, 2015 | J | 37,742 | D | — | — | Class A common stock | 37,742 | 11,872,132 | I |
Explanation of responses
- F1The Reporting Person is deemed to beneficially own 1,333,433 shares of Class A common stock ("Class A Shares") of Jones Energy, Inc. (the "Issuer") as a result of his equity interest in JRJ Investment Fund, Ltd. The reporting person disclaims beneficial ownership of such Class A Shares except to the extent of his pecuniary interest therein.
- F2The Reporting Person was granted 71,597 Restricted Stock Units ("RSUs") under the Jones Energy, Inc. 2013 Omnibus Incentive Plan on May 20, 2014. The RSUs vest in equal installments of 33 1/3% on each of April 1, 2015, April 1, 2016 and April 1, 2017.
- F3The Reporting Person indirectly beneficially owns such Class A Shares through the JRJ Jr. Trust V. The Reporting Person disclaims beneficial ownership of such Class A Shares except to the extent of his pecuniary interest therein.
- F4The shares of Class B common stock of the Issuer (the "Class B Shares") and an equivalent number of membership interests in Jones Energy Holdings, LLC (the "JEH LLC Units") reported herein were exchanged by certain non-executive employees of the Issuer (the "Electing Employees") for Class A Shares. These exchanges (the "Exchange") were made pursuant to and in accordance with the Exchange Agreement dated July 29, 2013, included as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed July 30, 2013.
- F5The Class B Shares and JEH LLC Units reported herein are beneficially owned by the Reporting Person solely as a result of his status as the Manager of Jones Energy Management, LLC and as the Trustee of the Managing Member of JET 3 GP, LLC, which are the general partners of the entities that held such Class B Shares and JEH LLC Units prior to the exchanges reported herein. The Reporting Person disclaims beneficial ownership of the Class B Shares and JEH LLC Units reported herein except to the extent of his pecuniary interest therein.