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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
8% Series A Perpetual Convertible Preferred Stock | $ 2.93 (1) | 04/10/2017 | S(2) | 18,400 | (3) | (3) | Class A common stock | 314,057 (6) | $ 50.4 | 181,600 | I | See Footnotes (4) | |||
8% Series A Perpetual Convertible Preferred Stock | $ 2.93 (1) | 06/23/2017 | S(5) | 100,000 | (3) | (3) | Class A common stock | 1,706,830 (1) (6) | $ 31.5 | 81,600 | I | See Footnotes (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Metalmark Capital II LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NEW YORK, NY 10036 |
X | |||
Metalmark Capital Partners II GP, L.P. 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NEW YORK, NY 10036 |
X |
Metalmark Capital II LLC, /s/ Ken Clifford, CFO and Managing Director | 07/06/2017 | |
**Signature of Reporting Person | Date | |
Metalmark Capital Partners II GP, L.P., By: Metalmark Capital II LLC /s/ Ken Clifford, CFO and Managing Director | 07/06/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Based on the conversion price, which is subject to certain adjustments set forth in Jones Energy, Inc.'s (the "Issuer") Certificate of Designations of 8% Series A Perpetual Convertible Preferred Stock. |
(2) | The Reporting Person inadvertently failed to report the sale of these shares, which were previously sold in multiple transactions under Rule 144 under the Securities Act of 1933, as amended, at a price of $50.40 per share, at the time of the transactions. |
(3) | The 8% Series A Perpetual Convertible Preferred Stock has no expiration date, but may be converted into the Issuer's Class A common stock, par value $0.001 per share, upon the occurrence of certain events set forth in the Issuer's Certificate of Designations of 8% Series A Perpetual Convertible Preferred Stock. |
(4) | The Reporting Person is the sole member of the general partner of Metalmark Capital Partners II GP, L.P. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
(5) | These shares were sold in connection with a registered offering pursuant to a shelf registration statement on Form S-3 filed by the Issuer with the Securities and Exchange Commission (the "SEC") on May 3, 2017, as amended on May 26, 2017 and June 12, 2017, which the SEC declared effective on June 19, 2017. |
(6) | The original Form 4 filed on June 27, 2017 is amended by this Form 4/A to correctly reflect the conversion rate of the 8% Series A Perpetual Convertible Preferred Stock. No other changes have been made to the original Form 4. |