X0306 4 2018-08-22 0 0001698990 Magnolia Oil & Gas Corp MGY 0001429772 MacDougall Michael G. 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 108500 D Michael MacDougall is a TPG Partner. TPG is affiliated with TPG Pace Energy Sponsor, LLC, which directly holds an aggregate of 16,090,000 shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of Magnolia Oil & Gas Corporation (the "Company"). Mr. MacDougall disclaims beneficial ownership of all of the securities that are or may be beneficially owned by TPG Pace Energy Sponsor, LLC or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. MacDougall is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such equity securities of the Company for purposes of Section 16 of the Exchange Act or otherwise. 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 of 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. Certain shares of Class A Common Stock may be held through a personal vehicle. Exhibit 24 - Power of Attorney /s/ Joan M. Gallagher, as Attorney-in-Fact 2018-08-24