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

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CUSIP No. 48019R108
  1

NAMES OF
REPORTING PERSONS

MCP II Co-Investment 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

1,698,458*

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,698,458*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,698,458*

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

1.8%**

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

OO (Limited Liability Company)

* Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 1,698,458 shares of Class A Common Stock, after exchanging
1,791,914 shares of Class B Common Stock and 1,791,914 JEH LLC Units for shares of Class A Common Stock on a one-for-one basis on October 2, 2017 pursuant to the Exchange Agreement and subsequently selling 93,456 shares of Class A
Common Stock. 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, (ii) the number of JEH LLC
Units converted to Class A Common Stock by beneficial 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.

3

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