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* EnerVest, Ltd. (Last) (First) (Middle) 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/31/2018	3. Issuer Name and Ticker or Trading Symbol Magnolia Oil & Gas Corp [ MGY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 A Common Stock	31,790,924(1)(2)(3)(4)	D

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
Class B Common Stock	(5)	(6)	Class A Common Stock	83,939,434(3)(4)(7)(8)(9)	(5)	D

1. Name and Address of Reporting Person* EnerVest, Ltd. (Last) (First) (Middle) 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnerVest Management GP, L.C. (Last) (First) (Middle) C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnerVest Energy Institutional Fund XIV-A, L.P. (Last) (First) (Middle) C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnerVest Energy Institutional Fund XIV-2A, L.P. (Last) (First) (Middle) C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnerVest Energy Institutional Fund XIV-3A, L.P. (Last) (First) (Middle) C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnerVest Energy Institutional Fund XIV-WIC, L.P. (Last) (First) (Middle) C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnerVest Energy Institutional Fund XIV-C, L.P. (Last) (First) (Middle) C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnerVest Energy Institutional Fund XIV-C-AIV, L.P. (Last) (First) (Middle) C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnerVest Investment Services, L.L.C. (Last) (First) (Middle) C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") received the shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Issuer") reported in this row pursuant to a Transaction (the "Transaction") wherein EV XIV-C and certain other parties disclosed below were issued, in the aggregate, as consideration (together with an amount in cash) for certain right, title and interest in certain oil and natural gas assets, (a) 31,790,924 shares of Class A Common Stock and (b) 83,939,434 shares of the Issuer's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock") and an equivalent number of units ("Units") of Magnolia Oil & Gas Parent LLC.

2. EV XIV-C owns of record 31,790,924 shares of Class A Common Stock.

3. EnerVest Management GP, L.C. ("EVM GP") is the general partner of Enervest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").

4. Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

5. Shares of Class B Common Stock, when combined with an equal number of Units, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

6. Not applicable.

7. Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Transaction. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

8. EV XIV-A owns of record 55,357,254 shares of Class B Common Stock; EV XIV-2A owns of record 11,014,515 shares of Class B Common Stock; EV XIV-3A owns of record 10,805,611 shares of Class B Common Stock; EV XIV-WIC owns of record 578,299 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,183,755 shares of Class B Common Stock.

9. Each Record Holder and each of the Non-Fund Entities directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

	/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd.	08/10/2018
	/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C.	08/10/2018
	/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-A, L.P.	08/10/2018
	/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA XIV-2A, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-2A, L.P.	08/10/2018
	/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA XIV-3A, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-3A, L.P.	08/10/2018
	/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EnerVest Holding XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-WIC, L.P.	08/10/2018
	/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFC GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-C, L.P.	08/10/2018
	/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFC GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P.	08/10/2018
	/s/ John B. Walker, Executive Chairman, EnerVest Operating, L.L.C., the General Partner of EnerVest Holding, L.P., the sole member of EnerVest Investment Services, L.L.C.	08/10/2018
	** Signature of Reporting Person	Date
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