SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/23/2013	3. Issuer Name and Ticker or Trading Symbol Jones Energy, Inc. [ JONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below) See General Remarks.	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock(1)	23,204,216	I	By Subsidiary(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted by stockholders generally.

2. The Reporting Person is the indirect parent of Metalmark Capital Holdings LLC ("Metalmark"), 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. Metalmark Capital Holdings LLC is wholly owned by Citigroup Alternative Investments LLC ("CAI"). Citigroup Investments Inc. ("CII") is the sole stockholder of CAI. Citigroup Inc. is the sole stockholder of CII.

3. The Reporting Person may be deemed to share beneficial ownership of shares held by the entities referenced in footnote (2), which are controlled by Metalmark. The Reporting Person disclaims beneficial ownership of the shares of Class B common stock held by such private equity funds, except to the extent of its indirect pecuniary interest therein.

4. Citigroup may be deemed a director of the Issuer on the basis of its relationship with two of the directors of the Issuer and/or the relationship among the Reporting Persons described in footnote (2).

	Citigroup Inc., By: /s/ Ali L. Karshan, Assistant Secretary	07/23/2013
	** 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 5 (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).
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