SEC Form 3 · accession 0001469588-18-000006
Jones Energy, Inc. · JONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 5, 2018
Accepted (ET)
Feb 15, 2018 · 1:58 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,F2,F3 | holding | — | — | — | 4,693,577 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8.0% Series A Perpetual Convertible Preferred StockF1,F2,F3,F4 | — | holding | — | — | — | Feb 5, 2018 | — | Class A Common Stock | 2,669,403 | — | D |
| Equity SwapF5,F6 | $1.11 | holding | — | — | — | Feb 5, 2018 | Aug 21, 2019 | Class A Common Stock | 107,681 | — | I |
| Equity SwapF5,F7 | $1.11 | holding | — | — | — | Feb 5, 2018 | Jul 15, 2019 | Class A Common Stock | 1,491,791 | — | I |
| Equity SwapF5,F8 | $1.57 | holding | — | — | — | Feb 5, 2018 | Jul 15, 2019 | Class A Common Stock | 3,100,711 | — | I |
| Equity SwapF5,F9 | — | holding | — | — | — | Feb 5, 2018 | Aug 21, 2019 | Class A Common Stock | 1,706,834 | — | I |
| Equity SwapF5,F10 | — | holding | — | — | — | Feb 5, 2018 | Jul 15, 2019 | Class A Common Stock | 3,261,385 | — | I |
| Equity SwapF5,F11 | — | holding | — | — | — | Feb 5, 2018 | Jul 15, 2019 | Class A Common Stock | 2,560,251 | — | I |
Explanation of responses
- F1All shares reported herein as being owned by Q Global Capital Management, L.P. ("QGCM") are held by QGCM pursuant to an Investment Management Agreement with Q5-R5 Trading, Ltd. This filing shall not be deemed an admission that QGCM is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act").
- F10Amalgamated is party to an equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $8,528,327, representing $44.63 per share for the 191,078 shares of Preferred Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 191,078 shares. See footnote 4 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares.
- F11Amalgamated is party to an equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $4,810,750, representing $32.07 per share for the 150,000 shares of Preferred Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 150,000 shares. See footnote 4 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares.
- F2Q Global Advisors, LLC ("QGA") is the sole general partner of QGCM, which is the holder of the shares reported herein. Renegade Swish, LLC ("RS") is the sole manager of QGCA. RS is controlled and indirectly wholly owned by Geoffrey P. Raynor ("Raynor"). Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of QGCM, QGA, RS and Raynor is deemed to be the beneficial owner of any such shares beneficially owned by QGCM only to the extent of the greater of his or its respective direct or indirect interest therein. Each of QGCM, QGA, RS and Raynor hereby disclaims beneficial ownership of all such shares, except to the extent of any indirect pecuniary interest therein.
- F3Each of QGCM, QGA, RS and Raynor may be deemed to be a director by deputization for purposes of Section 16 under the Act by virtue of the fact that Scott McCarty, an employee of RS, currently serves on the board of directors of the issuer.
- F4Each share of 8.0% Series A Perpetual Convertible Preferred Stock ("Preferred Stock") is convertible into the Issuer's Class A Common Stock ("Common Stock") at the rate of approximately one share of Preferred Stock for 17.0683416 shares of Common Stock and has no expiration date. As of the date hereof, QGCM owns 156,395 shares of Preferred Stock.
- F5Raynor, one of the reporting persons, holds an interest in the equity swap transactions reported herein. The equity swaps were entered into by Amalgamated Gadget, L.P. ("Amalgamated") for and on behalf of R2 Investments, LDC. Scepter Holdings, Inc. ("Scepter") is the sole general partner of Amalgamated, and Raynor is the sole shareholder of Scepter.
- F6Amalgamated is party to an equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $119,542, representing $1.11 per share for the 107,681 shares of Common Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 107,681 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares.
- F7Amalgamated is party to an equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $1,653,204, representing $1.11 per share for the 1,491,791 shares of Common Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 1,491,791 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares.
- F8Amalgamated is party to an equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $4,872,511, representing $1.57 per share for the 3,100,711 shares of Common Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 3,100,711 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares.
- F9Amalgamated is party to an equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $4,379,480, representing $43.79 per share for the 100,000 shares of Preferred Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 100,000 shares. See footnote 4 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares.