Sec Form 4 Filing - Metalmark Capital II LLC @ Jones Energy, Inc. - 2015-05-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Metalmark Capital II LLC 2. Issuer Name and Ticker or Trading Symbol Jones Energy, Inc. [ JONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1177 AVENUE OF THE AMERICAS, 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2015 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock ( 1 ) 05/19/2015 J( 2 ) 5,000,000 D $ 0 18,204,216 I See foonotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock 05/19/2015 J( 2 ) 5,000,000 A $ 0 5,051,214 ( 6 ) I See foonotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock 05/19/2015 S 5,000,000 D $ 10 51,214 ( 6 ) I See foonotes ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Units of Jones Energy Holdings, LLC ( 1 ) ( 2 ) 05/19/2015 J( 2 ) 5,000,000 ( 2 ) ( 2 ) Class A common stock 5,000,000 $ 0 ( 2 ) 18,204,216 I See footnotes ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Metalmark Capital II LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NEW YORK, NY10036 X X Signatures By: /s/ Metalmark Capital II LLC, By: Ken Clifford, Chief Financial Officer and Managing Director 02/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B common stock of the Issuer ("Class B Common Stock") has no economic rights, but entitles its holder to one vote on all matters to be voted by stockholders generally. Pursuant to the terms of the Exchange Agreement, dated as of July 29, 2013 (the "Exchange Agreement"), by and among the Issuer, Jones Energy Holdings, LLC ("JEH LLC") and the members thereof, the membership units of JEH LLC (the "JEH LLC Units"), together with a corresponding number of shares of Class B Common Stock, are exchangeable at any time and from time to time for shares of Class A common stock of the Issuer ("Class A Common Stock"). The Exchange Agreement was filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2013. ( 2 )The shares of Class B Common Stock and an equivalent number of JEH LLC Units reported herein were exchanged by the Reporting Person for shares of Class A Common Stock on May 19, 2015 pursuant to and in accordance with the Exchange Agreement. ( 3 )The Reporting Person is the sole member of Metalmark Capital Holdings, LLC, which is in turn the general partner of Metalmark Capital Partners II GP, L.P., which is in turn the general partner of private equity funds who own the shares through the following entities: MCP (C) II Jones Intermediate LLC, MCP II Co-Investment Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II (Cayman) AIF Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC. ( 4 )The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. ( 5 )Howard Hoffen, Chief Executive Officer of Metalmark, and Gregory D. Myers, a Managing Director of Metalmark, each serve as directors of the Issuer, and the Reporting Person and the entities described in footnote (3) of this Form 4 may each be deemed a director of the Issuer on the basis of their respective relationships with Howard Hoffen and Gregory D. Myers. ( 6 )The number of shares of Class A Common Stock reported herein includes 24,262 shares of Class A Common Stock previously granted by the Issuer to Messrs. Hoffen and Myers for their service on the Issuer's Board of Directors that, pursuant to an assignment agreement between each of Messrs. Hoffen and Myers and the Reporting Person, are held by Metalmark Management II LLC ("Management LLC"), a wholly-owned indirect subsidiary of the Reporting Person. The number of shares of Class A Common Stock reported herein also includes 26,952 restricted shares of Class A Common Stock granted by the Issuer to Messrs. Hoffen and Myers that will vest on May 25, 2016. Messrs. Hoffen and Myers have assigned all rights, title and interest in the shares of Class A Common Stock under those grants to Management LLC.

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