Page 2 of 25 – SEC Filing
CUSIP No. 48019R108 |
1 | NAMES OF MCP (C) II Jones Intermediate LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 6,640,334* | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 6,640,334* | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,640,334* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 7.2%** | |||||
14 | TYPE OF REPORTING PERSON (SEE OO (Limited Liability Company) |
* | Beneficial ownership of the Class A common stock of the Issuer (Class A Common Stock) referred to herein is being reported hereunder because the reporting person directly owns (i) 1,035,761 shares of Class A Common Stock (after exchanging 1,401,143 shares of Class B Common Stock and 1,401,143 JEH LLC Units for shares of Class A Common Stock on a one-for-one basis on October 2, 2017, pursuant to an exchange agreement described in Item 2 of this Schedule 13D (Exchange Agreement), and subsequently selling 365,382 shares of Class A Common Stock) and (ii) 5,604,573 shares of Class B common stock of the Issuer (Class B Common Stock) and 5,604,573 membership interests (JEH LLC Units) in Jones Energy Holdings, LLC (JEH LLC), which are exchangeable on a one-for-one basis for Class A common stock pursuant to the Exchange Agreement. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D. |
** | Based on (i) the number of shares of Class A Common Stock (74,349,841) outstanding as of September 13, 2017, as reported in the Issuers Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the SEC) on September 13, 2017 (the Registration Statement), (ii) the number of JEH LLC Units converted to Class A Common Stock by the Reporting Persons on October 2, 2017 (12,599,643), and (iii) all outstanding JEH LLC Units beneficially owned by the Reporting Persons (5,604,573) as of October 16, 2017, which results in a combined total of 92,554,057 shares of Class A Common Stock. |
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