SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Jones Jonny (Last) (First) (Middle) 807 LAS CIMAS PARKWAY, SUITE 350 (Street) AUSTIN TX 78746 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Jones Energy, Inc. [ JONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 10/23/2014
	4. 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 Acquired, Disposed of, or Beneficially Owned
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								1,333,433	I	See footnote(1)
Class A common stock	10/23/2014		P		43,973	A	$12.59(2)	1,377,406	I	See footnote(4)
Class A common stock	10/24/2014		P		44,522	A	$12.24(3)	1,421,928	I	See footnote(4)
Class B common stock	10/23/2014		J(5)(6)		94,232	D	$0.00(5)(6)	12,206,713	I	See footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Units of Jones Energy Holdings, LLC	(5)	10/23/2014		J(5)			94,232	(5)	(5)	Class A common stock	94,232	$0.00(4)	12,206,713	I	See footnote(6)

Explanation of Responses:

1. Prior to the events reported herein, the reporting person was deemed to beneficially own 1,333,433 shares of Class A common stock ("Class A Shares") of Jones Energy, Inc. (the "Issuer") as a result of his equity interest in JRJ Investment Fund, Ltd. The reporting person disclaims beneficial ownership of such Class A Shares except to the extent of his pecuniary interest therein.

2. The price reported in Column 4 is a weighted average price. These Class A Shares were purchased in multiple transactions at prices ranging from $12.38 to $12.79 per share. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

3. The price reported in Column 4 is a weighted average price. These Class A Shares were purchased in multiple transactions at prices ranging from $11.89 to $12.43 per share. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

4. The reporting person indirectly beneficially owns such Class A Shares through the JRJ Jr. Trust V. The reporting person disclaims beneficial ownership of such Class A Shares except to the extent of his pecuniary interest therein.

5. The shares of Class B common stock of the Issuer (the "Class B Shares") and an equivalent number of membership interests in Jones Energy Holdings, LLC (the "JEH LLC Units") reported herein were exchanged by certain former employees of the Issuer (the "Electing Employees") for Class A Shares. This exchange (the "Exchange") was made pursuant to and in accordance with the Exchange Agreement, dated July 29, 2013, included as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed July 30, 2013. The Exchange was for the sole benefit of the Electing Employees and no proceeds went to the Reporting Person in connection therewith.

6. The Class B Shares and JEH LLC Units reported herein are beneficially owned by the Reporting Person solely as a result of his status as the Manager of Jones Energy Management, LLC and as the Trustee of the Managing Member of JET 3 GP, LLC, which are the general partners of the entities that held such Class B Shares and JEH LLC Units prior to the Exchange. The Reporting Person disclaims beneficial ownership of the Class B Shares and JEH LLC Units reported herein and has no pecuniary interest therein.

	/s/ Jonny Jones	10/27/2014
	** 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).
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