Page 17 of 25 – SEC Filing
EXPLANATORY NOTE
This Amendment No. 6 (this Amendment) amends and supplements the Statement on Schedule 13D relating to the Class A
Common Stock, par value $0.001 per share (the Class A Common Stock), of Jones Energy, Inc., a Delaware corporation (the Issuer), filed with the SEC on August 8, 2013 (as amended by Amendment No. 1 filed with the SEC
on December 18, 2013, Amendment No. 2 filed with the SEC on February 12, 2016, Amendment No. 3 filed with the SEC on September 9, 2016, Amendment No. 4 filed with the SEC on July 3, 2017, the Initial Schedule
13D), and Amendment No. 5 filed with the SEC on July 6, 2017. As amended by this Amendment, the Initial Schedule 13D is referred to herein as the Schedule 13D and is filed on behalf of MCP II (Cayman) AIF Jones
Intermediate LLC (AIF Cayman LLC), MCP II Jones Intermediate LLC (Jones II LLC), MCP II (TE) AIF Jones Intermediate LLC (TE LLC), MCP II Co-Investment Jones Intermediate LLC (Co-Invest LLC), MCP
(C) II Jones Intermediate LLC (C LLC), MCP II Executive Fund Jones Intermediate LLC (Executive LLC and, together with AIF Cayman LLC, Jones II LLC, TE LLC, Co-Invest LLC and C LLC, the Intermediate LLCs),
Metalmark Capital Partners Cayman II, L.P. (AIF Fund), Metalmark Capital Partners II, L.P. (Metalmark II Fund), MCP II (TE) AIF, L.P. (TE Fund), Metalmark Capital Partners II Co-Investment, L.P.(Co-Invest
Fund), Metalmark Capital Partners (Silo) II, L.P. (C Fund), Metalmark Capital Partners II Executive Fund, L.P. (Executive Fund and, together with the AIF Fund, Metalmark II Fund, TE Fund, Co-Invest Fund, C Fund and
Executive Fund, the Metalmark Funds), Metalmark Capital Partners II GP, L.P. (Metalmark GP), Metalmark Capital Holdings LLC (Metalmark Holdings) and Metalmark Capital II LLC (Metalmark Capital II and,
together with the C LLC, the C Fund, Metalmark Capital Holdings and Metalmark GP, the Metalmark Entities). The Metalmark Entities are referred to in this Schedule 13D collectively as the Reporting Persons and individually as
a Reporting Person. Except as expressly indicated otherwise below, all items from the Initial Schedule 13D are unchanged. Capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to such
terms in the Initial Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
(a) (e)
This Schedule
13D is being jointly filed by the Reporting Persons pursuant to a Joint Filing Agreement attached to the Initial Schedule 13D as Exhibit 1. The names of the Reporting Persons are MCP II (Cayman) AIF Jones Intermediate LLC, MCP II Jones Intermediate
LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II Co-Investment Jones Intermediate LLC, MCP (C) II Jones Intermediate LLC, MCP II Executive Fund Jones Intermediate LLC , Metalmark Capital Partners Cayman II, L.P., Metalmark Capital Partners
II, L.P., MCP II (TE) AIF, L.P., Metalmark Capital Partners II Co-Investment, L.P., Metalmark Capital Partners (Silo) II, L.P., Metalmark Capital Partners II Executive Fund, L.P., Metalmark Capital Partners II GP, L.P., Metalmark Capital Holdings
LLC and Metalmark Capital II LLC.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2016, which
is attached as Exhibit 1 to the Initial Schedule 13D and is incorporated into this Item 2 by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1)
under the Act. As a result of the existing relationships described under this Item 2 and the facts and circumstances described in Items 3, 4, 5 and 6, the Reporting Persons may be deemed to constitute a group within the meaning of
Rule 13d-5(b) under the Act. However, neither the present filing nor anything contained herein shall be construed as an admission that all or any of the Reporting Persons constitute a group within the meaning of Rule 13d-5(b) under the
Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.
The Reporting Persons are reporting persons by virtue of their direct or indirect ownership of Class B Common Stock and JEH LLC Units and
direct and indirect ownership of Class A Common stock. Pursuant to an exchange agreement entered into on July 29, 2013 (the Exchange Agreement) among certain of the Reporting Persons affiliated investment funds (the
Affiliated Funds), the Issuer, JEH LLC, Jones Energy Drilling Fund, LP and certain of its affiliated investment funds (the Jones Family Entities), Wells Fargo Central Pacific Holdings, Inc. (together with the Affiliated Funds
and the Jones Family Entities, the Existing Owners), the Existing Owners (and certain permitted transferees) may (subject to the terms of the Exchange Agreement), exchange their JEH LLC Units (and a corresponding number of shares of
Class B Common Stock) for shares of Class A Common Stock (on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions). The Exchange Agreement is
attached to the Initial Schedule 13D as Exhibit 2 and incorporated by reference in its entirety into this Item 2.
17
