SEC Form 4 · accession 0001104659-16-109894
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
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 4:15 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,F2,F3 | Apr 1, 2016 | J | 42,917 | $0.00 | D | 11,717,427 | 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, LLCF1,F2,F3 | — | Apr 1, 2016 | J | 42,917 | D | — | — | Class A common stock | 42,917 | 11,717,427 | I |
Explanation of responses
- F1A majority of the 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 a former employee of the Issuer (the "Former Employee") for shares of Class A common stock of the Issuer (the "Class A Shares"), with the remainder being similarly exchanged by employees of the Issuer (the "Electing Employees"). Such exchanges include 10,026 Class B Shares and an equivalent number of JEH LLC Units indirectly exchanged by Michael S. McConnell, a Section 16 officer of the Issuer, as set forth in a Form 4 filed on April 5, 2016.
- F2These exchanges 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. These exchanges were made solely for the benefit of the Former Employee and the Electing Employees and no proceeds will go to Jonny Jones in connection therewith.
- F3The 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.