SEC Form 4 · accession 0001104659-17-060918
Jones Energy, Inc. · JONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonny Jones
Officer — Chairman of the BOD & CEO · Director · 10% Owner
Period of report
Oct 2, 2017
Accepted (ET)
Oct 4, 2017 · 7:23 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 | Oct 2, 2017 | J | 90,172 | $0.00 | D | 5,424,391 | I | See footnote |
| Class A common stockF3,F4 | holding | — | — | — | 5,916,914 | D | ||
| Class A common stockF5 | holding | — | — | — | 1,450,005 | 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 | — | Oct 2, 2017 | J | 90,172 | D | — | — | Class A common stock | 90,172 | 5,424,391 | I |
Explanation of responses
- F1The 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 current employees of the Issuer (the "Exchanging Members") for shares of Class A common stock of the Issuer (the "Class A Shares"). These exchanges were made pursuant to and in accordance with the Exchange Agreement dated July 29, 2013 (the "Exchange Agreement"), 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 Exchanging Members and no proceeds will go to Reporting Person in connection therewith.
- F2The 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 Trustee of the Managing Member of JET 3 GP, LLC, and as the Manager of Jones Energy Management, 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.
- F3The number of Class A Shares includes adjustments to unvested restricted stock units under the Issuer's Amended and Restated 2013 Omnibus Incentive Plan as a result of the dividend paid on August 15, 2017 on shares of the Issuer's 8.0% Series A Perpetual Convertible Preferred Stock paid in Class A Shares.
- F4The Reporting Person is deemed to beneficially own 5,051,725 Class A Shares as a result of the irrevocable proxies (the "Proxies") to vote such Class A Shares granted on July 6, 2017 by Debora Lynn Jones Trust V, Julie Ann Jarvis Trust V, Jon Rex Jones Loyal Trust, Jon Rex Jones, Jr. Trust V and Stephen Martin Jones Trust V. Following the grant of the Proxies, the Reporting Person holds sole voting power over such Class A Shares. No consideration was paid by the Reporting Person for the grant of the Proxies. Additionally, the Reporting Person is deemed to indirectly beneficially own the 2,291,138 Class A Shares owned by Jon Rex Jones, Jr. Trust V as a result of his status as Trustee of such trust, through which he holds sole dispositive power over such Class A Shares. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
- F5The Reporting Person is deemed to beneficially own 1,450,005 Class A Shares of Jones Energy, Inc. 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.