X0306 4 2018-08-22 0 0001698990 Magnolia Oil & Gas Corp MGY 0001173584 DJEREJIAN EDWARD P 1001 FANNIN STREET SUITE 400 HOUSTON TX 77002 1 0 0 0 Class A Common Stock 2018-08-22 4 A 0 11000 0.00 A 51000 D Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) the grantee ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan. Joan M. Gallagher is signing on behalf Edward Djerejian pursuant to the Power of Attorney dated July 31, 2018, which was previously filed with the Securities and Exchange Commission. Joan M. Gallagher, as Attorney-in-Fact 2018-08-24