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Filing Details

Accession Number:: 0000950103-16-011130
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-12 20:06:42
Reporting Period:: 2015-05-19

Filing Date:: 2016-02-12
Accepted Time:: 2016-02-12 20:06:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1573166	Jones Energy Inc.	JONE	Crude Petroleum & Natural Gas (1311)	800907968

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1594592	Metalmark Capital Ii Llc	1177 Avenue Of The Americas, 40Th Floor New York NY 10036		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2015-05-19	5,000,000	$0.00	18,204,216	No	4	J	Indirect	See foonotes
Class A Common Stock	Acquisiton	2015-05-19	5,000,000	$0.00	5,051,214	No	4	J	Indirect	See foonotes
Class A Common Stock	Disposition	2015-05-19	5,000,000	$10.00	51,214	No	4	S	Indirect	See foonotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See foonotes
No	4	J	Indirect	See foonotes
No	4	S	Indirect	See foonotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Units of Jones Energy Holdings, LLC	Disposition	2015-05-19	5,000,000	$0.00	5,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
18,204,216			No	4	J	Indirect

Footnotes

Each share of Class B common stock of the Issuer ("Class B Common Stock") has no economic rights, but entitles its holder to one vote on all matters to be voted by stockholders generally. Pursuant to the terms of the Exchange Agreement, dated as of July 29, 2013 (the "Exchange Agreement"), by and among the Issuer, Jones Energy Holdings, LLC ("JEH LLC") and the members thereof, the membership units of JEH LLC (the "JEH LLC Units"), together with a corresponding number of shares of Class B Common Stock, are exchangeable at any time and from time to time for shares of Class A common stock of the Issuer ("Class A Common Stock"). The Exchange Agreement was filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2013.
The shares of Class B Common Stock and an equivalent number of JEH LLC Units reported herein were exchanged by the Reporting Person for shares of Class A Common Stock on May 19, 2015 pursuant to and in accordance with the Exchange Agreement.
The Reporting Person is the sole member of Metalmark Capital Holdings, LLC, which is in turn the general partner of Metalmark Capital Partners II GP, L.P., which is in turn the general partner of private equity funds who own the shares through the following entities: MCP (C) II Jones Intermediate LLC, MCP II Co-Investment Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II (Cayman) AIF Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC.
The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
Howard Hoffen, Chief Executive Officer of Metalmark, and Gregory D. Myers, a Managing Director of Metalmark, each serve as directors of the Issuer, and the Reporting Person and the entities described in footnote (3) of this Form 4 may each be deemed a director of the Issuer on the basis of their respective relationships with Howard Hoffen and Gregory D. Myers.
The number of shares of Class A Common Stock reported herein includes 24,262 shares of Class A Common Stock previously granted by the Issuer to Messrs. Hoffen and Myers for their service on the Issuer's Board of Directors that, pursuant to an assignment agreement between each of Messrs. Hoffen and Myers and the Reporting Person, are held by Metalmark Management II LLC ("Management LLC"), a wholly-owned indirect subsidiary of the Reporting Person. The number of shares of Class A Common Stock reported herein also includes 26,952 restricted shares of Class A Common Stock granted by the Issuer to Messrs. Hoffen and Myers that will vest on May 25, 2016. Messrs. Hoffen and Myers have assigned all rights, title and interest in the shares of Class A Common Stock under those grants to Management LLC.