Form Type: 4

SEC EDGAR Link
Accession Number:0000950103-16-011130
Date:2015-05-19
Issuer: JONES ENERGY, INC. (JONE)
Original Submission Date:

Reporting Person:

METALMARK CAPITAL II LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR
NEW YORK, NY 10036

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS B COMMON STOCK 2015-05-19 J 5,000,000 d $0.00 18,204,216 indirect f3,f4,f5
CLASS A COMMON STOCK 2015-05-19 J 5,000,000 a $0.00 5,051,214 indirect f3,f4,f5
CLASS A COMMON STOCK 2015-05-19 S 5,000,000 d $10.00 51,214 indirect f3,f4,f5
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
UNITS OF JONES ENERGY HOLDINGS, LLC 0.0 2015-05-19 deemed execution date J 5,000,000 (d) class a common stock 5,000,000 $0.00 18,204,216 indirect see footnotes
Footnotes
IDfootnote
f1 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.
f2 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.
f3 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.
f4 the reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
f5 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.
f6 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.
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