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13D Filing: Metalmark Capital II LLC and Jones Energy Inc. (JONE)

Published on October 27, 2017 at 12:55 pm by Insider Monkey Staff in Hedge Funds
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Page 2 of 25 – SEC Filing

CUSIP No. 48019R108
  1

NAMES OF
REPORTING PERSONS

MCP (C) II Jones Intermediate LLC
  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒
  3

SEC USE ONLY
  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)
  5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

☐
  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

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
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11

7.2%**
14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

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.

2

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