X0306 4 2017-07-07 0 0001573166 Jones Energy, Inc. JONE 0001581096 Jones Jonny 807 LAS CIMAS PARKWAY, SUITE 350 AUSTIN TX 78746 1 1 1 0 Chairman of the BOD & CEO Class B common stock 2017-07-07 4 J 0 6105148 0.00 D 5514563 I See footnote Class A common stock 2017-07-07 4 J 0 4859578 A 5904169 D Class A common stock 1450005 I See footnote Units of Jones Energy Holdings, LLC 2017-07-07 4 J 0 6105148 0.00 D Class A common stock 6105148 5514563 I See footnote 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 current employees and indirect beneficial owners of the Issuer (the "Exchanging Members"), including Jon Rex Jones, Jr. Trust V, of which the Reporting Person is the Trustee, for shares of Class A common stock of the Issuer (the "Class A Shares"). These exchanges were made pursuant to and in accordance with the Exchange Agreement dated July 29, 2013 (the "Exchange Agreement"), included as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed July 30, 2013. These exchanges were made solely for the benefit of the Exchanging Members and no proceeds will go to Reporting Person in connection therewith. The Class B Shares and JEH LLC Units reported herein are beneficially owned by the Reporting Person solely as a result of (a) his status as the Trustee of the Managing Member of JET 3 GP, LLC, and as the Manager of Jones Energy Management, LLC, which are the general partners of the entities that held such Class B Shares and JEH LLC Units prior to the exchanges reported herein and (b) his status as the Trustee of Jon Rex Jones, Jr. Trust V, which is one of the Exchanging Members. The Reporting Person disclaims beneficial ownership of the Class B Shares and JEH LLC Units reported herein except to the extent of his pecuniary interest therein. The Reporting Person is deemed to beneficially own 4,859,578 Class A Shares as a result of the irrevocable proxies (the "Proxies") to vote such Class A Shares granted on July 7, 2017 by Debora Lynn Jones Trust V, Julie Ann Jarvis Trust V, Jon Rex Jones Loyal Trust, Jon Rex Jones, Jr. Trust V and Stephen Martin Jones Trust V. Following the grant of the Proxies, the Reporting Person holds sole voting power over such Class A Shares. No consideration was paid by the Reporting Person for the grant of the Proxies. Additionally, the Reporting Person is deemed to indirectly beneficially own the 2,291,138 Class A Shares owned by Jon Rex Jones, Jr. Trust V as a result of his status as Trustee of such trust, through which he holds sole dispositive power over such Class A Shares. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein. The Reporting Person is deemed to beneficially own 1,450,005 Class A Shares of Jones Energy, Inc. 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. The number of Class A Shares includes adjustments to unvested restricted stock units under the Issuer's Amended and Restated 2013 Omnibus Incentive Plan as a result of the dividend paid on May 15, 2017 on shares of the Issuer's 8.0% Series A Perpetual Convertible Preferred Stock paid in part in Class A Shares. /s/ Jonny Jones 2017-07-11