0001144204-19-008759.txt : 20190219 0001144204-19-008759.hdr.sgml : 20190219 20190219063857 ACCESSION NUMBER: 0001144204-19-008759 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190219 DATE AS OF CHANGE: 20190219 GROUP MEMBERS: CALC III LP GROUP MEMBERS: CITADEL ADVISORS HOLDINGS LP GROUP MEMBERS: CITADEL ADVISORS LLC GROUP MEMBERS: CITADEL GP LLC GROUP MEMBERS: CITADEL SECURITIES GP LLC GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jones Energy, Inc. CENTRAL INDEX KEY: 0001573166 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 800907968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87558 FILM NUMBER: 19613339 BUSINESS ADDRESS: STREET 1: 807 LAS CIMAS PARKWAY STREET 2: SUITE 350 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-328-2953 MAIL ADDRESS: STREET 1: 807 LAS CIMAS PARKWAY STREET 2: SUITE 350 CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL SECURITIES LLC CENTRAL INDEX KEY: 0001307720 IRS NUMBER: 364478717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 131 SOUTH DEARBORN STREET CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123955000 MAIL ADDRESS: STREET 1: 131 SOUTH DEARBORN STREET CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: Citadel Securities LLC DATE OF NAME CHANGE: 20091201 FORMER COMPANY: FORMER CONFORMED NAME: Citadel Derivatives Group, LLC DATE OF NAME CHANGE: 20041103 SC 13G 1 tv514024_sc13g.htm SC 13G

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.      )*
 
Jones Energy, Inc.
(Name of Issuer)
 
Class A common stock, par value $0.001 per share
(Title of Class of Securities)
 
48019R108
(CUSIP Number)
 
February 14, 2019
Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 48019R108 13G Page 2 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Securities LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

224,329 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%1

 

12.

 

TYPE OF REPORTING PERSON

BD, OO

 

 
1The percentages reported in this Schedule 13G are based upon 5,383,000 shares of Class A common stock outstanding (according to the issuer’s transfer agent as reported on www.otcmarkets.com).

 

 

 

 

 

CUSIP No. 48019R108 13G Page 3 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

CALC III LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

224,329 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

 

12.

 

TYPE OF REPORTING PERSON

PN; HC

 

 

 

 

CUSIP No. 48019R108 13G Page 4 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Securities GP LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

224,329 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

 

12.

 

TYPE OF REPORTING PERSON

OO; HC

 

 

 

 

CUSIP No. 48019R108 13G Page 5 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

133,140 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.5%

 

12.

 

TYPE OF REPORTING PERSON

IA; OO; HC

 

 

 

 

CUSIP No. 48019R108 13G Page 6 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors Holdings LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

133,140 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.5%

 

12.

 

TYPE OF REPORTING PERSON

PN; HC

 

 

 

 

CUSIP No. 48019R108 13G Page 7 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel GP LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

133,140 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.5%

 

12.

 

TYPE OF REPORTING PERSON

OO; HC

 

 

 

 

CUSIP No. 48019R108 13G Page 8 of 13 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Kenneth Griffin

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

357,469 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.6%

 

12.

 

TYPE OF REPORTING PERSON

IN; HC

 

 

 

 

CUSIP No. 48019R108 13G Page 9 of 13 Pages

 

Item 1(a)Name of Issuer
Jones Energy, Inc.

 

Item 1(b)Address of Issuer’s Principal Executive Offices

807 Las Cimas Parkway, Suite 350, Austin, Texas 78746

 

Item 2(a)Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Securities LLC (“Citadel Securities”), CALC III LP (“CALC3”), Citadel Securities GP LLC (“CSGP”), Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”) and Mr. Kenneth Griffin (collectively with Citadel Securities, CALC3, CSGP, Citadel Advisors, CAH and CGP, the “Reporting Persons”) with respect to shares of Class A common stock of the above-named issuer owned by Citadel Equity Fund Ltd., a Cayman Islands limited company (“CEFL”), and Citadel Securities.

 

CALC3 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC3. Citadel Advisors is the portfolio manager for CEFL. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CSGP and CGP.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b)Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

 

Item 2(c)Citizenship
Each of Citadel Securities, CSGP, Citadel Advisors and CGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC3 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

 

Item 2(d)Title of Class of Securities

Class A common stock, $0.001 par value

 

Item 2(e)CUSIP Number

48019R108

 

 

 

 

CUSIP No. 48019R108 13G Page 10 of 13 Pages

 

 Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Exchange Act;
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act;
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;
       
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act;
       
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
       
  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 

 

 

CUSIP No. 48019R108 13G Page 11 of 13 Pages

 

Item 4Ownership

 

A.Citadel Securities LLC, CALC III LP and Citadel Securities GP LLC

 

(a)Each of Citadel Securities LLC, CALC III LP and Citadel Securities GP LLC may be deemed to beneficially own 224,329 shares of Class A common stock.

 

(b)The number of shares that each of Citadel Securities LLC, CALC III LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes approximately 4.2% of the Class A common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 224,329

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 224,329

 

B.Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC

 

(a)Each of Citadel Advisors, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 133,140 shares of Class A common stock.

 

(b)The number of shares each of Citadel Advisors, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes approximately 2.5% of the Class A common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 133,140

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 133,140

 

 

 

 

CUSIP No. 48019R108 13G Page 12 of 13 Pages

 

C.Kenneth Griffin

 

(a)Mr. Griffin may be deemed to beneficially own 357,469 shares of Class A common stock.

 

(b)The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 6.6% of the Class A common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 357,469

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 357,469

 

Item 5Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

 

Item 8Identification and Classification of Members of the Group

Not Applicable

 

Item 9Notice of Dissolution of Group

Not Applicable

 

Item 10Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No. 48019R108 13G Page 13 of 13 Pages

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 19th day of February, 2019.

 

CITADEL SECURITIES LLC   CITADEL ADVISORS LLC
         
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
         
CALC III LP   CITADEL ADVISORS HOLDINGS LP
         
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
         
CITADEL SECURITIES GP LLC   CITADEL GP LLC
         
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
         
      KENNETH GRIFFIN
         
      By: /s/ David Glockner
        David Glockner, attorney-in-fact*

 

 
*David Glockner is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Roku, Inc. on January 17, 2018.

 

 

 

EX-99.1 2 tv514024_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Jones Energy, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

 

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

 

Dated this 19th day of February, 2019.

 

CITADEL SECURITIES LLC   CITADEL ADVISORS LLC
         
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
         
CALC III LP   CITADEL ADVISORS HOLDINGS LP
         
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
         
CITADEL SECURITIES GP LLC   CITADEL GP LLC
         
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
         
      KENNETH GRIFFIN
         
      By: /s/ David Glockner
        David Glockner, attorney-in-fact*

 

 
*David Glockner is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Roku, Inc. on January 17, 2018.