SEC Form 4 · accession 0001104659-18-008055
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
Feb 7, 2018
Accepted (ET)
Feb 9, 2018 · 4:22 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 A common stockF1,F3,F4 | Feb 7, 2018 | A | 76,126 | $0.00 | A | 6,004,246 | D | |
| Class A common stockF2,F3,F4 | Feb 7, 2018 | F | 20,881 | $1.25 | D | 5,983,365 | D | |
| Class A common stockF5 | holding | — | — | — | 1,450,005 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person was granted Performance Share Units ("PSUs") under the Amended and Restated Jones Energy, Inc. 2013 Omnibus Incentive Plan (the "LTIP") on April 29, 2015 and the PSUs vested at 58.3% of target upon achievement of previously established performance criteria and certification of such achievement by the compensation committee of the board of directors of the Reporting Company on February 7, 2018, resulting in the issuance of 76,126 shares of Class A common stock ("Class A Shares") to the Reporting Person.
- F2Shares withheld for payment of withholding taxes upon the vesting of PSUs granted to the Reporting Person on February 7, 2018.
- F3The number of Class A Shares includes adjustments to unvested restricted stock units under the LTIP as a result of dividends 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 shares of Class A common stock ("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.