SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHAZEN STEPHEN I

(Last)

(First)

(Middle)

1001 FANNIN STREET

SUITE 400

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Magnolia Oil & Gas Corp [ MGY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/07/2018		P		31,031	A	⁽¹⁾	1,690,931	D
Class A Common Stock	09/10/2018		P		47	A	$13.4	1,690,978	D
Class A Common Stock	09/11/2018		P		21,805	A	⁽²⁾	1,712,783	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (option to buy)	$11.5	09/07/2018		P		32,310		09/07/2018	07/31/2023	Class A Common Stock	32,310	⁽³⁾	74,943.33	D
Warrants (option to buy)	$11.5	09/10/2018		P		6,109		09/10/2018	07/31/2023	Class A Common Stock	6,109	$3.7	81,052.33	D
Warrants (option to buy)	$11.5	09/11/2018		P		20,000		09/11/2018	07/31/2023	Class A Common Stock	20,000	⁽⁴⁾	101,052.33	D

Explanation of Responses:

1. On September 7, 2018, Mr. Chazen acquired, at a weighted average price of $13.33700976 per share, 31,031 shares of the issuer's Class A common stock. Such shares were purchased in multiple transactions at prices ranging from $13.25 to $13.42, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares or warrants, as applicable, acquired at each separate price within the ranges set forth in footnotes (1) through (4) to this Form 4.

2. On September 11, 2018, Mr. Chazen acquired, at a weighted average price of $13.74108003 per share, 21,805 shares of the issuer's Class A common stock. Such shares were purchased in multiple transactions at prices ranging from $13.65 to $13.7986, inclusive.

3. On September 7, 2018, Mr. Chazen acquired, at a weighted average price of $3.69642526 per warrant, 32,310 of the issuer's publicly traded warrants. Such warrants were purchased in multiple transactions at prices ranging from $3.65 to $3.70, inclusive.

4. On September 11, 2018, Mr. Chazen acquired, at a weighted average price of $3.85 per warrant, 20,000 of the issuer's publicly traded warrants. Such warrants were purchased in multiple transactions at prices ranging from $3.80 to $3.90, inclusive.

Remarks:

Joan M. Gallagher is signing on behalf Mr. Chazen pursuant to the Power of Attorney dated July 31, 2018, which was previously filed with the Securities and Exchange Commission.

	/s/ Joan M. Gallagher, as Attorney-in-Fact	09/11/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.