| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Jones Energy, Inc. [ JONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/26/2016 | P | 9,025,270(1)(2)(4) | A | $2.77 | 15,629,320(1)(2)(3) | I | See footnotes(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. John V. Lovoi ("Lovoi") is (i) the sole member and manager of JVL Advisors, LLC ("JVL Advisors"), which is the ultimate controlling entity of Navitas Fund LP, a Texas limited partnership ("Navitas"), TJS Energy Fund, LP, a Delaware limited partnership ("TJS"), Hephaestus Energy Fund, LP, a Delaware limited partnership ("Hephaestus"), Asklepios Energy Fund, LP, a Texas limited partnership ("Asklepios"), Panakeia Energy Fund, LP, a Delaware limited partnership ("Panakeia"), Children's Energy Fund, LP, a Delaware limited partnership ("Children's"), LVPU, LP, a Delaware limited partnership ("LVPU"), and Blackbird 1846 Energy Fund, LP, a Delaware limited partnership ("Blackbird"), and (ii) a managing member of Lobo Baya LLC, which is the ultimate controlling entity of Luxiver, LP, a Delaware limited partnership ("Luxiver", and collectively with Navitas, TJS, Hephaestus, Asklepios, Panakeia, Children's, LVPU and Blackbird, the "Partnerships"). |
| 2. Because of their control over the Partnerships, JVL Advisors and Lovoi may be deemed to have voting and dispositive power over the securities owned by the Partnerships; thus, each may also be deemed to be the beneficial owner of these securities. JVL Advisors and Lovoi disclaim any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of their respective pecuniary interest in such securities. |
| 3. The Partnerships beneficially own 15,629,320 shares of Class A common stock in the aggregate. Individually, each Partnership directly beneficially owns Class A common stock as follows: (i) Navitas owns 1,925,711; (ii) Luxiver owns 5,848,312; (iii) Asklepios owns 467,239; (iv) Hephaestus owns 4,428,828; (v) Panakeia owns 585,321; (vi) TJS owns 106,429; (vii) Blackbird owns 671,870; (viii) Children's owns 1,038,300; and (ix) LVPU owns 557,310. |
| 4. Represents purchases of shares of Class A common stock by Navitas, Luxiver, Hephaestus, Children's, LVPU, Asklepios, Panakeia, and Blackbird in the following amounts: (i) Navitas purchased 1,083,032 shares; (ii) Luxiver purchased 3,519,856 shares; (iii) Hephaestus purchased 2,617,328 shares; (iv) Children's purchased 541,516; (v) LVPU purchased 361,011 shares; (vi) Asklepios purchased 270,758 shares; (vii) Panakeia purchased 270,758; and (viii) Blackbird purchased 361,011 shares |
| JVL ADVISORS, LLC | 08/30/2016 | |
| /s/ John V. Lovoi, Manager | 08/30/2016 | |
| ** 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. | ||