SEC Form 4 · accession 0001104659-18-022446
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
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 5:03 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 stockF1,F2,F3 | Apr 2, 2018 | F | 63,328 | $0.80 | D | 5,932,015 | D | |
| Class B common stockF5,F6 | Apr 2, 2018 | J | 478 | $0.80 | D | 5,423,913 | I | See footnote |
| Class A common stockF4 | 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, LLCF5,F6 | — | Apr 2, 2018 | J | 478 | D | — | — | Class A common stock | 478 | 5,423,913 | I |
Explanation of responses
- F1Represents shares of Class A common stock of the Issuer (the "Class A Shares") withheld for payment of withholding taxes upon the vesting of certain restricted stock units awarded under the Issuer's Amended and Restated 2013 Omnibus Incentive Plan (the "LTIP").
- F2The 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.
- F3The 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.
- F4The Reporting Person is deemed to beneficially own 1,450,005 Class A Shares 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.
- F5The 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 current employee of the Issuer (the "Exchanging Member") for Class A Shares. These 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 Exchanging Member and no proceeds will go to Reporting Person in connection therewith.
- F6The 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 exchange 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.