Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 48019R108

1

Names of Reporting Persons
MTP ENERGY MASTER FUND LTD

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.00%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 48019R108

1

Names of Reporting Persons
MTP ENERGY MANAGEMENT LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
342,987

7

Sole Dispositive Power
0

8

Shared Dispositive Power
342,987

9

Aggregate Amount Beneficially Owned by Each Reporting Person
342,987

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.60%

12

Type of Reporting Person (See Instructions)
IA, OO

CUSIP No. 48019R108

1

Names of Reporting Persons
MAGNETAR FINANCIAL LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
342,987

7

Sole Dispositive Power
0

8

Shared Dispositive Power
342,987

9

Aggregate Amount Beneficially Owned by Each Reporting Person
342,987

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.60%

12

Type of Reporting Person (See Instructions)
IA, OO

CUSIP No. 48019R108

1

Names of Reporting Persons
MAGNETAR CAPITAL PARTNERS LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
342,987

7

Sole Dispositive Power
0

8

Shared Dispositive Power
342,987

9

Aggregate Amount Beneficially Owned by Each Reporting Person
342,987

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.60%

12

Type of Reporting Person (See Instructions)
HC, PN

CUSIP No. 48019R108

1

Names of Reporting Persons
SUPERNOVA MANAGEMENT LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
342,987

7

Sole Dispositive Power
0

8

Shared Dispositive Power

0

 
342,987

9

Aggregate Amount Beneficially Owned by Each Reporting Person
342,987

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.60%

12

Type of Reporting Person (See Instructions)
HC, OO

CUSIP No. 48019R108

1

Names of Reporting Persons
ALEC N. LITOWITZ

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
342,987

7

Sole Dispositive Power
0

8

Shared Dispositive Power
342,987

9

Aggregate Amount Beneficially Owned by Each Reporting Person
342,987

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0.60%

12

Type of Reporting Person (See Instructions)
HC, IN

Item 1(a)

Name of Issuer.
Jones Energy Inc. (the Issuer)

Item 1(b)

Address of Issuers Principal Executive Offices.
807 Las Cimas Parkway, Suite 350, Austin, TX 78746

Item 2(a)

Name of Person Filing.
This statement is filed on behalf of each of the following person (collectively, the Reporting Persons):

i)                                         MTP Energy Master Fund Ltd (MTP Fund)

ii)                                      MTP Energy Management LLC (MTP Energy)

iii)                                   Magnetar Financial LLC (Magnetar Financial);

iv)                                  Magnetar Capital Partners LP (Magnetar Capital Partners);

v)                                     Supernova Management LLC (Supernova Management); and

vi)                                  Alec N. Litowitz (Mr. Litowitz).

This statement relates to Shares (as defined herein) held for MTP Fund, a Cayman Islands exempted company and MTP Energy Opportunities Fund LLC, a Delaware limited liabilities company.  Magnetar Financial serves as the sole member of MTP Energy, a Delaware limited liability company, MTP Energy is a relying adviser of Magnetar Financial, and serves as the investment manager to MTP Fund and investment advisor and managing member of MTP Energy Opportunities Fund LLC.  Magnetar Financial is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended.  In such capacity, MTP Energy exercises voting and investment power over the Shares held for the accounts of MTP Fund and MTP Energy Opportunities Fund LLC.  Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.

Item 2(b)

Address of Principal Business Office.
The address of the principal business office of each of MTP Fund, MTP Energy, Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Item 2(c)

Place of Organization.

i)                                         MTP Fund is a Cayman Islands exempted company

ii)                                      MTP Energy is a Delaware limited liability company,

iii)                                   Magnetar Financial is Delaware limited liability company;

iv)                                  Magnetar Capital Partners is a Delaware limited partnership;

v)                                     Supernova Management is a Delaware limited liability company; and

vi)                                  Mr. Litowitz is a citizen of the United States of America.

Item 2(d)

Title of Class of Securities.
Class A Common Stock, $0.001 par value per share (the Shares)

Item 2(e)

CUSIP Number.
48019R108

Item 3

Reporting Person.

(e)

x

An investment adviser in accordance with §240.13d1(b)(1)(ii)(E)

(g)

x

A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G)

Item 4

Ownership.

Item 4(a)

Amount beneficially owned:   

(i)  As of December 31, 2016, each of MTP Energy, Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz held 342,987 Shares held in the account of MTP Energy Opportunities Fund LLC, which represents approximately 0.60% (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding Shares of the Issuer).

Item 4(b)

Percent of class:

(i)  As of December 31, 2016, each of MTP Energy, Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz were deemed to be the beneficial owner constituting approximately 0.60% of the total number of Shares outstanding (based upon the information provided by the Issuer in its most recently filed registration statement on Form 10-Q, there were approximately 57,009,550 shares outstanding as of October 28, 2016).

Item 4(c)

Number of shares of which such person has:

MTP Energy, Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:

(i)

Sole power to vote or to direct the vote:   

0

(ii)

Shared power to vote or to direct the vote:    

342,987

(iii)

Sole power to dispose or to direct the disposition of:   

0

(iv)

Shared power to dispose or to direct the disposition of:   

342,987

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

This Item 7 is not applicable.

Item 8

Identification and Classification of Members of the Group.

This Item 8 is not applicable.

Item 9

Notice of Dissolution of Group.

This Item 9 is not applicable.

Item 10

Certification.

By signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date: February 14, 2017

MTP ENERGY MASTER FUND LTD

By: MTP Energy Management LLC, its Investment Adviser

By:

/s/ Alec N. Litowitz

Name:

Alec N. Litowitz

Title:

Manager of Supernova Management LLC,

the General Partner of Magnetar Capital Partners

LP, Sole Member of Magnetar Financial LLC, Sole

Member of MTP Energy Management LLC

Date: February 14, 2017

MTP ENERGY MANAGEMENT LLC

By: Magnetar Financial LLC, its Sole Member

By:

/s/ Alec N. Litowitz

Name:

Alec N. Litowitz

Title:

Manager of Supernova Management LLC,

the General Partner of Magnetar Capital Partners

LP, Sole Member of Magnetar Financial LLC

Date: February 14, 2017

MAGNETAR FINANCIAL LLC

By: Magnetar Capital Partners LP, its Sole Member

By:

/s/ Alec N. Litowitz

Name:

Alec N. Litowitz

Title:

Manager of Supernova Management LLC,

the General Partner of Magnetar Capital Partners LP

Date: February 14, 2017

MAGNETAR CAPITAL PARTNERS LP

By: Supernova Management LLC, its General Partner

By:

/s/ Alec N. Litowitz

Name:

Alec N. Litowitz

Title:

Manager of Supernova Management LLC

Date: February 14, 2017

SUPERNOVA MANAGEMENT LLC

By:

/s/ Alec N. Litowitz

Name:

Alec N. Litowitz

Title:

Manager

Date: February 14, 2017

/s/ Alec N. Litowitz

Alec N. Litowitz