Sec Form 13D Filing - CITIGROUP INC @ Jones Energy Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Jones Energy, Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

48019R108

(CUSIP Number)

Citigroup Inc.

399 Park Avenue

New York, NY 10022

Attn: Ali L. Karshan, Esq.

Telephone: (212) 559-1000

Copies to:

John A. Bick, Esq.

William J. Chudd, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Telephone: (212) 450-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	MCP II (Cayman) AIF Jones Intermediate LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		2,181,884*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		2,181,884*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,181,884 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	6.1%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Beneficial ownership of the Class A common stock of the Issuer (“Class A Common Stock”) referred to herein is being reported hereunder solely because the reporting person directly owns 2,181,884 shares of Class B common stock of the Issuer (“Class B Common Stock”) and 2,181,884 membership interests (“JEH LLC Units”) in Jones Energy Holdings, LLC (“JEH LLC”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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 the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.

Page 2 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	MCP II Jones Intermediate LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		2,821,725*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		2,821,725*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,821,725 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	7.9%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 2,821,725 shares of Class B Common Stock and 2,821,725 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 3 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	MCP II (TE) AIF Jones Intermediate LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		2,641,100*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		2,641,100*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,641,100 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	7.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 2,641,100 shares of Class B Common Stock and 2,641,100 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 4 of 41

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)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		2,284,083*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		2,284,083*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,284,083 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	6.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 2,284,083 shares of Class B Common Stock and 2,284,083 JEH LLC Units, which are exchangeable for shares of Class A Common stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 5 of 41

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)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		12,856,825*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		12,856,825*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,856,825 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	36.0%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 12,856,825 shares of Class B Common Stock and 12,856,825 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 6 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	MCP II Executive Fund Jones Intermediate LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		418,599*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		418,599*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	418,599 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	1.2%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 418,599 shares of Class B Common Stock and 418,599 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 7 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	MCP II (Cayman) AIF, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		2,181,884*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		2,181,884*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,181,884 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	6.1%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II (Cayman) AIF Jones Intermediate LLC. MCP II (Cayman) AIF Jones Intermediate LLC directly owns 2,181,884 shares of Class B Common Stock and 2,181,884 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 8 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Metalmark Capital Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		2,821,725*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		2,821,725*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,821,725 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	7.9%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II Jones Intermediate LLC. MCP II Jones Intermediate LLC directly owns 2,821,725 shares of Class B Common Stock and 2,821,725 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 9 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	MCP II (TE) AIF, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		2,641,100*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		2,641,100*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,641,100 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	7.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II (TE) AIF Jones Intermediate LLC. MCP II (TE) AIF Jones Intermediate LLC directly owns 2,641,100 shares of Class B Common Stock and 2,641,100 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 10 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Metalmark Capital Partners II Co-Investment, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		2,284,083*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		2,284,083*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,284,083 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	6.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II Co-Investment Jones Intermediate LLC. MCP II Co-Investment Jones Intermediate LLC directly owns 2,284,083 shares of Class B Common Stock and 2,284,083 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 11 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Metalmark Capital Partners (C) II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		12,856,825*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		12,856,825*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,856,825 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	36.0%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP (C) II Jones Intermediate LLC. MCP (C) II Jones Intermediate LLC directly owns 12,856,825 shares of Class B Common Stock and 12,856,825 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 12 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Metalmark Capital Partners II Executive Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		418,599*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		418,599*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	418,599 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	1.2%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II Executive Fund Jones Intermediate LLC. MCP II Executive Fund Jones Intermediate LLC directly owns 418,599 shares of Class B Common Stock and 418,599 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 13 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Metalmark Capital Partners II GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		23,204,216*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		23,204,216*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,204,216 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	65.0%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the general partner of each of MCP II (Cayman) AIF, L.P., Metalmark Capital Partners II, L.P., MCP II (TE) AIF, L.P., Metalmark Capital Partners II Co-Investment, L.P., Metalmark Capital Partners (C) II, L.P., Metalmark Capital Partners II Executive Fund, L.P. (collectively, the “Metalmark Funds”). The Metalmark Funds, as a result of their status as the sole members of MCP II (Cayman) AIF Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II Co-Investment Jones Intermediate LLC, MCP (C) II Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC (collectively, the “Intermediate LLCs”), may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 14 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Metalmark Capital Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		23,204,216*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		23,204,216*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,204,216 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	65.0%**
14	TYPE OF REPORTING PERSON (S EE INSTRUCTIONS)
	OO

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the general partner of Metalmark Capital Partners II GP, L.P. Metalmark Capital Partners II GP, L.P. is the general partner of each of the Metalmark Funds and the Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 15 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Metalmark Capital II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		23,204,216*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		23,204,216*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,204,216 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	65.0%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its current status as the sole member of Metalmark Capital Holdings LLC, which is the general partner of Metalmark Capital Partners II GP, L.P. Metalmark Capital Partners II GP, L.P. is the general partner of each of the Metalmark Funds and the Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. 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.

Page 16 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Citigroup Alternative Investments LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		0*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		0*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder because the reporting person may previously have been deemed to beneficially own such securities as a result of its prior status as the sole member of Metalmark Capital Holdings LLC, which is the general partner of Metalmark Capital Partners II GP, L.P. Metalmark Capital Partners II GP, L.P. is the general partner of each of the Metalmark Funds and the Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Following the Spin-off, the reporting person no longer beneficially owns more than five percent of the 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.

Page 17 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Citigroup Investments Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		0*
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		0*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder because the reporting person may previously have been deemed to beneficially own such securities as a result of its status as the sole member of Citigroup Alternative Investments LLC, which, prior to the Spin-off (described in Item 3) was the sole member of Metalmark Capital Holdings LLC. Metalmark Capital Holdings LLC is the general partner of Metalmark Capital Partners II GP, L.P, which is the general partner of the Metalmark Funds. The Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Following the Spin-off, the reporting person no longer beneficially owns more than five percent of the 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.

Page 18 of 41

CUSIP No.

48019R108

1	NAMES OF REPORTING PERSONS
	Citigroup Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)	o
		(b)	þ
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)		x

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		0*
SHARES	8	SHARED VOTING POWER
BENEFICIALLY OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0*
PERSON	10	SHARED DISPOSITIVE POWER
WITH:		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares of Class A common stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder because the reporting person may previously have been deemed to beneficially own such securities as a result of its status as the sole shareholder of Citigroup Investments Inc., which is the sole member of Citigroup Alternative Investments LLC. Prior to the Spin-off described in Item 3, Citigroup Alternative Investments LLC was the sole member of Metalmark Capital Holdings LLC. Metalmark Capital Holdings LLC is the general partner of Metalmark Capital Partners II GP, L.P. and Metalmark Capital Partners II GP, L.P. is the general partner of the Metalmark Funds. The Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Following the Spin-off, the reporting person no longer beneficially owns more than five percent of the Class A Common Stock. Subsidiaries of Citigroup Inc. that are not Reporting Persons or otherwise a member of any Rule 13d-5(b) group that, as described in Item 2 below, may be deemed to exist among the Reporting Persons, own 2,769 shares of Class A Common Stock and Citigroup Inc. may therefore be deemed to beneficially own such shares. 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.

Page 19 of 41

This Amendment No. 1 (this “Amendment”) amends and supplements the Statement on Schedule 13D relating to the Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of Jones Energy, Inc., a Delaware corporation (the “Issuer”) filed on August 8, 2013 (the “Initial Schedule 13D” and, as amended by this Amendment, this “Schedule 13D”) on behalf of MCP II (Cayman) AIF Jones Intermediate LLC (“AIF Cayman LLC”), MCP II Jones Intermediate LLC (“Jones II LLC”), MCP II (TE) AIF Jones Intermediate LLC (“TE LLC”), MCP II Co-Investment Jones Intermediate LLC (“Co-Invest LLC”), MCP (C) II Jones Intermediate LLC (“C LLC”), MCP II Executive Fund Jones Intermediate LLC (“Executive LLC” and, together with AIF Cayman LLC, Jones II LLC, TE LLC, Co-Invest LLC and C LLC, the “Intermediate LLCs”), MCP II (Cayman) AIF, L.P. (“AIF Fund”), Metalmark Capital Partners II, L.P. (“Metalmark II Fund”), MCP II (TE) AIF, L.P. (“TE Fund”), Metalmark Capital Partners II Co-Investment, L.P.(“Co-Invest Fund”), Metalmark Capital Partners (C) II, L.P. (“C Fund”), Metalmark Capital Partners II Executive Fund, L.P. (“Executive Fund” and, together with the AIF Fund, Metalmark II Fund, TE Fund, Co-Invest Fund, C Fund and Executive Fund, the “Metalmark Funds”), Metalmark Capital Partners II GP, L.P. (“Metalmark GP”), Metalmark Capital Holdings LLC (“Metalmark Holdings” and, together with the Intermediate LLCs, the Metalmark Funds, Metalmark GP, and Metalmark Capital II (as defined below), the “Metalmark Entities”), Citigroup Alternative Investments LLC (“CAI”), Citigroup Investments Inc. (“CII”) and Citigroup Inc. (“Citigroup” and, together with CAI and CII, the “Citi Entities”) and adds Metalmark Capital II LLC (“Metalmark Capital II”) as a “Reporting Person”. The Metalmark Entities and the Citi Entities are referred to in this Schedule 13D collectively as the “Reporting Persons” and individually as a “Reporting Person.” Except as expressly indicated otherwise below, all items from the Initial Schedule 13D are unchanged. Capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (e)

This Schedule 13D is being jointly filed by the Reporting Persons pursuant to a Joint Filing Agreement attached hereto as Exhibit 1. The names of the Reporting Persons are MCP II (Cayman) AIF Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II Co-Investment Jones Intermediate LLC, MCP (C) II Jones Intermediate LLC, MCP II Executive Fund Jones Intermediate LLC , MCP II (Cayman) AIF, L.P., Metalmark Capital Partners II, L.P., MCP II (TE) AIF, L.P., Metalmark Capital Partners II Co-Investment, L.P., Metalmark Capital Partners (C) II, L.P., Metalmark Capital Partners II Executive Fund, L.P., Metalmark Capital Partners II GP, L.P., Metalmark Capital Holdings LLC, Metalmark Capital II LLC, Citigroup Alternative Investments LLC, Citigroup Investments Inc. and Citigroup Inc. The Citi Entities are filing this Amendment to report that the Citi Entities no longer beneficially own more than five percent of the Class A Common Stock.

The Reporting Persons have entered into a Joint Filing Agreement, dated the date of the Amendment, which is attached hereto as Exhibit 1 and incorporated into this Item 2 by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. As a result of the existing relationships described under this Item 2 and the facts and circumstances described in Items 3, 4, 5 and 6, the Reporting Persons (other than the Citi Entities following the Spin-off) may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. However, neithe r the present filing nor anything contained herein shall be construed as an admission that all or any of the Reporting Persons constitute a “group” within the meaning of Rule 13d-5(b) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

Page 20 of 41

None of the Reporting Persons own any shares of Class A Common Stock and are reporting persons solely by virtue of their direct or indirect ownership of Class B common stock of the Issuer (the “Class B Common Stock”) and membership interests (“JEH LLC Units”) of Jones Energy Holdings, LLC (“JEH LLC”). Pursuant to an exchange agreement entered into on July 29, 2013 (the “Exchange Agreement”) among each of the Intermediary LLCs, the Issuer, JEH LLC, Jones Energy Drilling Fund, LP and certain of its affiliated investment funds (the “Jones Family Entities”), Wells Fargo Central Pacific Holdings, Inc. (“Wells Fargo” and together with the Intermediary LLCs and the Jones Family Entities, the “Existing Owners”), the Existing Owners (and certain permitted transferees) may (subject to the terms of the Exchange Agreement), exchange their JEH LLC Units (and a corresponding number of shares of Class B Common Stock) for shares of Class A Common Stock (on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions). The Exchange Agreement is attached hereto as Exhibit 2 and incorporated by reference in its entirety into this Item 2.

Each of the Intermediate LLCs, Metalmark Holdings, Metalmark Capital II and CAI is a Delaware limited liability company. Each of the Metalmark Funds and Metalmark GP is a Delaware limited partnership. Each of CII and Citigroup is a Delaware corporation.

Each of the Intermediate LLCs, the Metalmark Funds, Metalmark GP, Metalmark Holdings and Metalmark Capital II (directly or indirectly through subsidiaries or affiliated companies or both) is principally engaged in the business of investing in equity, debt, derivative and other securities and assets. AIF Fund is the sole member of AIF Cayman LLC. Metalmark II Fund is the sole member of Jones II LLC. TE Fund is the sole member of TE LLC. Co-Invest Fund is the sole member of Co-Invest LLC. C Fund is the sole member of C LLC. Executive Fund is the sole member of Executive LLC. Metalmark GP is the general partner of each of the Metalmark Funds. Following the Spin-off described in Item 3, Metalmark Holdings became the general partner of Metalmark GP. Metalmark Capital II is the sole member of Metalmark Holdings. CAI is an investment advisor and, prior to the Spin-off described in Item 3, was the sole member of Metalmark Holdings. CII is a holding company and the sole member of CAI. Citigroup is a holding company and the owner of all of the outstanding equity interests in CII.

The principal address of each Intermediate LLC, Metalmark Fund, Metalmark GP, Metalmark Holdings and Metalmark Capital II is 1177 Avenue of the Americas, 40th floor, New York, NY 10036. The principal address of each of CAI, CII and Citigroup is 399 Park Avenue, New York, NY 10022. Set forth in Schedule A attached hereto and incorporated herein by reference is a listing of the directors and executive officers of Citigroup and CII and the business address, present principal occupation or employment and citizenship of each such person.

Except as set forth in Schedule B attached hereto, during the past five years, none of the Reporting Persons nor any person listed on Schedule A attached hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This Item 2 is qualified in its entirely by reference to Schedule A and Schedule B attached hereto, which are incorporated into this Item 2 by reference.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Initial Schedule 13D is hereby amended by adding the following at the end of such section:

Page 21 of 41

On December 16, 2013, CAI transferred its entire membership interest in Metalmark Holdings to Metalmark Capital II Holdings LLC, a Delaware limited liability company and a subsidiary of Metalmark Capital II (the “Spin-off”). As a result of the Spin-off and the Exchange Agreement, Metalmark Capital II may be deemed to have acquired beneficial ownership of the securities reported herein as of the date of the Spin-off. In addition, following the Spin-off, the Citi Entities ceased to beneficially own more than five percent of the Class A Common Stock.

Item 4. Purpose of Transaction.

No acquisition of Class A Common Stock by the Reporting Persons has occurred since the date of the Initial Schedule 13D. The Reporting Persons are filing this Amendment to report the consummation of the Spin-off. As a result of the Spin-off and the Exchange Agreement, Metalmark Capital II may be deemed to have acquired beneficial ownership of the securities reported herein as of the date of the Spin-off.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The Reporting Persons (other than the Citi Entities following the Spin-off) may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act as a result of the facts and circumstances described in Items 2, 3, 4, 5 and 6 of this Schedule 13D. For purposes of Rule 13d-3 of the Act, the Reporting Persons (other than the Citi Entities) as a group may be deemed to beneficially own in the aggregate 23,204,216 shares of Class A Common Stock, representing 65.0% of the Class A Common Stock, based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units (23,204,216) beneficially owned by the Reporting Persons (other than the Citi Entities) as of December 16, 2013 (and no other outstanding JEH LLC Units) were exchanged (along with a corresponding number of shares of Class B Common Stock) (the “Exchange”) for newly-issued shares of Class A Common Stock. The Reporting Persons do not directly own any shares of Class A Common Stock.

(b) AIF Cayman LLC directly owns and has the shared power to vote, direct the voting of, dispose of and direct the disposition of 2,181,884 shares of Class B Common Stock and 2,181,884 JEH LLC Units, representing 6.1% of the Class A Common Stock assuming the occurrence of the Exchange. By virtue of the relationship previously reported under Item 2 of this Schedule 13D, AIF Fund may be deemed to beneficially own and have shared power to vote, direct the voting of, dispose of and direct the disposition of the shares of Class B Common Stock and JEH LLC Units owned by AIF Cayman LLC, representing 6.1% of the Class A Common Stock assuming the occurrence of the Exchange.

Jones II LLC directly owns and has the shared power to vote, direct the voting of, dispose of and direct the disposition of 2,821,725 shares of Class B Common Stock and 2,821,725 JEH LLC Units, representing 7.9% of the Class A Common Stock assuming the occurrence of the Exchange. By virtue of the relationship previously reported under Item 2 of this Schedule 13D, the Metalmark II Fund may be deemed to beneficially own and have shared power to vote, direct the voting of, dispose of and direct the disposition of the shares of Class B Common Stock and JEH LLC Units owned by Jones II LLC, representing 7.9% of the Class A Common Stock assuming the occurrence of the Exchange.

Page 22 of 41

TE LLC directly owns and has the shared power to vote, direct the voting of, dispose of and direct the disposition of 2,641,100 shares of Class B Common Stock and 2,641,100 JEH LLC Units, representing 7.4% of the Class A Common Stock assuming the occurrence of the Exchange. By virtue of the relationship previously reported under Item 2 of this Schedule 13D, the TE Fund may be deemed to beneficially own and have shared power to vote, direct the voting of, dispose of and direct the disposition of the shares of Class B Common Stock and JEH LLC Units owned by TE LLC, representing 7.4% of the Class A Common Stock assuming the occurrence of the Exchange.

Co-Invest LLC directly owns and has the shared power to vote, direct the voting of, dispose of and direct the disposition of 2,284,083 shares of Class B Common Stock and 2,284,083 JEH LLC Units, representing 6.4% of the Class A Common Stock assuming the occurrence of the Exchange. By virtue of the relationship previously reported under Item 2 of this Schedule 13D, the Co-Invest Fund may be deemed to beneficially own and have shared power to vote, direct the voting of, dispose of and direct the disposition of the shares of Class B Common Stock and JEH LLC Units owned by Co-Invest LLC, representing 6.4% of the Class A Common Stock assuming the occurrence of the Exchange.

C LLC directly owns and has the shared power to vote, direct the voting of, dispose of and direct the disposition of 12,856,825 shares of Class B Common Stock and 12,856,825 JEH LLC Units, representing 36.0% of the Class A Common Stock assuming the occurrence of the Exchange. By virtue of the relationship previously reported under Item 2 of this Schedule 13D, the C Fund may be deemed to beneficially own and have shared power to vote, direct the voting of, dispose of and direct the disposition of the shares of Class B Common Stock and JEH LLC Units owned by C LLC, representing 36.0% of the Class A Common Stock assuming the occurrence of the Exchange.

Executive LLC directly owns and has the shared power to vote, direct the voting of, dispose of and direct the disposition of 418,599 shares of Class B Common Stock and 418,599 JEH LLC Units, representing 1.2% of the Class A Common Stock assuming the occurrence of the Exchange. By virtue of the relationship previously reported under Item 2 of this Schedule 13D, the Executive Fund may be deemed to beneficially own and have shared power to vote, direct the voting of, dispose of and direct the disposition of the shares of Class B Common Stock and JEH LLC Units owned by Executive LLC, representing 1.2% of the Class A Common Stock assuming the occurrence of the Exchange.

By virtue of the relationships previously reported under Item 2 of this Schedule 13D, each of Metalmark GP, Metalmark Holdings and Metalmark Capital II may be deemed to beneficially own and have shared power to vote, direct the voting of, dispose of and direct the disposition of the shares of Class B Common Stock and JEH LLC Units owned by the Intermediate LLCs, representing 65.0% of the Class A Common Stock assuming the occurrence of the Exchange.

In addition to the beneficial ownership of the Reporting Persons described herein, by virtue of the Stockholders Agreement as further described in Item 6 of this Schedule 13D, each of the Reporting Persons (other than the Citi Entities), together with the Jones Family Entities, may be deemed to be a member of a “group” under Section 13(d) of the Act, which may be deemed to beneficially own, have shared power to vote or direct the vote over and have shared dispositive power over the following shares of Class A Common Stock beneficially owned by the Jones Family Entities:

The Statement on Schedule 13D filed on August 8, 2013 by the Jones Family Entities reports beneficial ownership of 13,656,980 shares of Class A Common Stock (which consists of 1,333,433 shares of Class A Common Stock held by JRJ Investment Fund, Ltd., 5,530,130 shares of Class B Common Stock and 5,530,130 JEH LLC Units held by Jones Energy Drilling Fund, LP, 1,843,377 shares of Class B Common Stock and 1,843,377 JEH LLC Units held by Jones Energy Equity Partners, LP, 3,095,052 shares of Class B Common Stock

Page 23 of 41

and 3,095,052 JEH LLC Units held by Jones Energy Equity Partners II, LP and 1,854,988 shares of Class B Common Stock and 1,854,988 JEH LLC Units held by Jones Energy Team 3, LP), representing 55.0% of the Class A Common Stock (based on the number of shares of Class A Common Stock (12,500,000) issued and outstanding as of July 29, 2013, the closing date of the initial public offering of the Class A Common Stock and, assuming all outstanding JEH LLC Units (12,323,547) held by the Jones Family Entities as of July 29, 2013 (and no other JEH LLC Units) were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 24,823,547).

The Reporting Persons disclaim beneficial ownership of the Class A Common Stock beneficially owned by the Jones Family Entities.

The information set forth in Items 7 through 11 of the cover pages hereto are incorporated herein by reference. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Class A Common Stock referred to herein for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person except to the extent of such Reporting Person’s pecuniary interest, if any, in the Class A Common Stock.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transactions in Class A Common Stock in the past 60 days.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock that may be deemed to be beneficially owned by the Reporting Persons as provided for herein.

(e) As of December 16, 2013, the Citi Entities ceased to be beneficial owners of more than five percent of the Class A Common Stock as a result of the Spin-off. See Items 3, 4 and 5 above.

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety:

Exhibit 1

Joint Filing Agreement dated December 18, 2013 among the Reporting Persons (filed herewith)

Exhibit 2

Exchange Agreement dated July 29, 2013, among Jones Energy, Inc., Jones Energy Holdings, LLC, Jones Energy Drilling Fund, LP, Jones Energy Equity partners, LP, Jones Energy Equity Partners II, LP, Jones Energy Team 3, LP, Wells Fargo Central Pacific Holdings, Inc., 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 (filed as Exhibit 10.3 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).

Exhibit 3

Restructuring Agreement dated July 11, 2013, among Jones Energy, Inc., Jones Energy Holdings, LLC and the members thereof (filed as Exhibit 10.2 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).

Page 24 of 41

Exhibit 4

Third Amended and Restated Limited Liability Company Agreement of Jones Energy Holdings, LLC dated July 26, 2013, among Jones Energy Holdings, LLC and the members thereof (filed as Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).

Exhibit 5

Registration Rights and Stockholders Agreement, dated as of July 29, 2013, among Jones Energy, Inc., Jones Energy Drilling Fund, LP, Jones Energy Equity Partners, LP, Jones Energy Equity Partners II, LP, Jones Energy Team 3, LP, 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 (and their permitted transferees) (filed as Exhibit 10.5 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).

[Signatures Follow]

Page 25 of 41

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: December 18, 2013.

MCP (C) II JONES INTERMEDIATE LLC

By: Metalmark Capital Partners (C) II, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


MCP II CO-INVESTMENT JONES INTERMEDIATE LLC

By: Metalmark Capital Partners II Co-Investment, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


MCP II JONES INTERMEDIATE LLC

By: Metalmark Capital Partners II, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

Page 26 of 41

MCP II (TE) AIF JONES INTERMEDIATE LLC

By: MCP II (TE) AIF, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


MCP II (CAYMAN) AIF JONES INTERMEDIATE LLC

By: MCP II (Cayman) AIF, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer



MCP II EXECUTIVE FUND JONES INTERMEDIATE LLC

By: Metalmark Capital Partners II Executive Fund, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


MCP II (CAYMAN) AIF, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

Page 27 of 41

METALMARK CAPITAL PARTNERS II, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


MCP II (TE) AIF, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL PARTNERS II CO-INVESTMENT, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL PARTNERS (C) II, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

Page 28 of 41

METALMARK CAPITAL PARTNERS II EXECUTIVE FUND, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Ho ward Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL PARTNERS II GP, L.P.

By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL HOLDINGS LLC


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL II LLC


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

Page 29 of 41

CITIGROUP ALTERNATIVE INVESTMENTS LLC


By:	/s/ Craig Barrack
	Craig Barrack
	Secretary


CITIGROUP INVESTMENTS INC.


By:	/s/ Craig Barrack
	Craig Barrack
	Secretary


CITIGROUP INC.


By:	/s/ Ali L. Karshan
	Ali L. Karshan
	Assistant Secretary

Page 30 of 41

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INC.

The following sets forth the name, principal occupation, business address and citizenship of each of the directors and executive officers of Citigroup Inc.

Name and Title	Principal Occupation and Business Address	Citizenship
Michael L. Corbat Director and Executive Officer	Chief Executive Officer Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Duncan P. Hennes Director	Co-Founder and Partner Atrevida Partners, LLC c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Franz B. Humer Director	Chairman Roche Holding Ltd. c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	Austria and Switzerland
Robert L. Joss Director	Philip H. Knight Professor and Dean of the Graduate School of Business at Stanford University c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	Australia and United States
Michael E. O’Neill Director	Chairman c/oCitigroup Inc. 399 Park Avenue New York, NY 10022	United States
Gary M. Reiner Director	Operating Partner General Atlantic LLC c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Judith Rodin Director	President Rockefeller Foundation c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Robert Ryan Director	Chief Financial Officer, Retired Medtronic Inc. c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States

Page 31 of 41

Name and Title	Principal Occupation and Business Address	Citizenship
Anthony M. Santomero Director	Former President Federal Reserve Bank of Philadelphia c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Joan Spero Director	Senior Research Scholar Columbia University School of International and Public Affairs c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Diana L. Taylor Director	Managing Director Wolfensohn Fund Management, L.P. c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
William S. Thompson Jr., Director	Chief Executive Officer, Retired Pacific Investment Management Company (PIMCO) c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
James S. Turley Director	Former Chairman and Chief Executive Officer Ernst & Young c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Ernesto Zedillo Director	Director Center for the Study of Globalization and Professor in the Field of International Economics and Politics Yale University c/o Citigroup Inc. 399 Park Avenue New York, NY 10022	Mexico
Francisco Aristeguieta Executive Officer	Chief Executive Officer Latin America Citigroup Inc. 399 Park Avenue New York, NY 10022	Venezuela
Stephen Bird Executive Officer	Chief Executive Officer Asia Pacific Citigroup Inc. 399 Park Avenue New York, New York 10022	United Kingdom
Don Callahan Executive Officer	Head of Operations & Technology Citigroup Inc. 399 Park Avenue New York, NY 10022	United States

Page 32 of 41

Name and Title	Principal Occupation and Business Address	Citizenship
James Cowles Executive Officer	Chief Executive Officer Europe, Middle East and Africa 399 Park Avenue New York, NY 10022	United States and United Kingdom
James A. Forese Executive Officer	Co-President of Citigroup Inc. and Chief Executive Officer, Institutional Clients Group Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
John C. Gerspach Executive Officer	Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Brian Leach Executive Officer	Head of Franchise Risk and Strategy Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Paul McKinnon Executive Officer	Head of Human Resources Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Eugene McQuade Executive Officer	Chief Executive Officer Citibank, N.A. 399 Park Avenue New York, NY 10022	United States
Manuel Medina-Mora Executive Officer	Co-President of Citigroup Inc. and Chief Executive Officer, Global Consumer Banking and Chairman, Mexico Citigroup Inc. 399 Park Avenue New York, NY 10022	Mexico
William J. Mills Executive Officer	Chief Executive Officer North America Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Jeffrey R. Walsh Executive Officer	Controller and Chief Accounting Officer Citigroup Inc. 399 Park Avenue New York, NY 10022	United States
Rohan Weerasinghe Executive Officer	General Counsel and Corporate Secretary Citigroup Inc. 399 Park Avenue New York, NY 10022	United States

Page 33 of 41

EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INVESTMENTS INC.

The following sets forth the name, principal occupation, business address and citizenship of each of the directors and executive officers of Citigroup Investments Inc.

Name and Title	Principal Occupation and Business Address	Citizenship
Philip Dunne Director and President	Chief Financial Officer Citi Capital Advisors 399 Park Avenue New York, NY 10022	United States
Craig Barrack Director and Secretary	General Counsel Citi Capital Advisors 399 Park Avenue New York, NY 10022	United States
William Hansen Vice President & Treasurer	Controller Citi Capital Advisors 399 Park Avenue New York, NY 10022	United States

Page 34 of 41

SCHEDULE B

Item 2(d) and 2(e) Disclosures

On July 29, 2010, the United States Securities and Exchange Commission (“SEC”) filed a complaint in the United States District Court for the District of Columbia against Citigroup Inc. (“Citigroup”), simultaneously with Citigroup's consent to the entry of a final judgment regarding the claims asserted. In the complaint, the SEC alleged that between July 20 and November 4, 2007, Citigroup repeatedly made misleading statements about the extent of its exposure to subprime-related assets and securities. Specifically, the SEC alleged that Citigroup falsely represented that its Markets & Banking held $13 billion or less in subprime-related assets, when in fact Markets & Banking's sub-prime exposure exceeded $50 billion. Without admitting or denying the SEC’s allegations, Citigroup consented to the entry of a final judgment that (i) permanently restrains and enjoins Citigroup from violations of Section 17(a)(2) of the Securities Act of 1933, Section 13(a) of the S ecurities Exchange Act of 1934, and Exchange Act Rules 12b-20 and 13a-11, (ii) ordered Citigroup to pay a penalty and disgorgement totaling $75 million, and (iii) set forth undertakings that require Citigroup to either maintain certain disclosure-related policies and procedures for a period of three years, or retain an independent consultant to review, approve, and notify SEC staff of any material changes to those policies and procedures. Separately, the SEC also instituted settled cease-and-desist proceedings against Gary Crittenden, Citigroup’s former chief financial officer, and Arthur Tildesley, Jr., Citigroup’s former head of Investor Relations, for their roles in allegedly causing Citigroup to make certain of the misleading statements.

On October 19, 2011, the SEC filed a complaint in the United States District Court for the Southern District of New York asserting claims in connection with Citigroup Global Markets, Inc.’s (“CGMI”) structuring, marketing and sale of the $1 billion CDO-squared transaction known as Class V Funding III ("Class V"), simultaneously with CGMI's consent to the entry of a final judgment regarding the claims asserted in the complaint. In the complaint, the SEC alleged that offering and marketing documents distributed in connection with Class V were misleading because they failed to disclose that (i) CGMI played a substantial role in selecting the assets for Class V, and (ii) CGMI allegedly assumed a $500 million short position in collateral that it selected for Class V. On the same day, the SEC filed a proposed consent judgment pursuant to which, without admitting or denying the SEC’s allegations, CGMI would consent to the entry of a final judgment that (i) permanently restrains and enjoins it from violations of Sections 17(a)(2) and (3) of the Securities Act of 1933; (ii) orders it to pay a penalty and disgorgement of $285 million; and (iii) orders it to comply with certain undertakings in connection with the offering of residential mortgage-related securities. The district court refused to approve the proposed consent judgment. The parties appealed from this order to the United States Court of Appeals for the Second Circuit, which, on March 15, 2012, granted a stay of the district court proceedings pending resolution of the appeals. The parties have fully briefed their appeals, and the Second Circuit held oral argument on February 8, 2013. Additional information concerning this matter is publicly available in court filings under the docket numbers 11 Civ. 7387 (S.D.N.Y.) (Rakoff, J.) and 11-5227 (2d Cir.).

Other than as described above, during the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Page 35 of 41

EXHIBIT INDEX

Exhibit 1

Joint Filing Agreement dated December 18, 2013 among the Reporting Persons (filed herewith).

Exhibit 2

Exhibit 3

Exhibit 4

Exhibit 5

Page 36 of 41

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them;

(ii) Each of them agrees to the joint filing of such Schedule 13D (including amendments thereto) in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended; and

(iii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: December 18, 2013

MCP (C) II JONES INTERMEDIATE LLC

By: Metalmark Capital Partners (C) II, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


MCP II CO-INVESTMENT JONES INTERMEDIATE LLC

By: Metalmark Capital Partners II Co-Investment, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

Page 37 of 41

MCP II JONES INTERMEDIATE LLC

By: Metalmark Capital Partners II, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

MCP II (TE) AIF JONES INTERMEDIATE LLC

By: MCP II (TE) AIF, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


MCP II (CAYMAN) AIF JONES INTERMEDIATE LLC

By: MCP II (Cayman) AIF, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer



MCP II EXECUTIVE FUND JONES INTERMEDIATE LLC

By: Metalmark Capital Partners II Executive Fund, L.P., its Sole Member
By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

Page 38 of 41

MCP II (CAYMAN) AIF, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

METALMARK CAPITAL PARTNERS II, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


MCP II (TE) AIF, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL PARTNERS II CO-INVESTMENT, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

Page 39 of 41

METALMARK CAPITAL PARTNERS (C) II, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

METALMARK CAPITAL PARTNERS II EXECUTIVE FUND, L.P.

By: Metalmark Capital Partners II GP, L.P., its General Partner
By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL PARTNERS II GP, L.P.

By: Metalmark Capital Holdings LLC, its General Partner


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL HOLDINGS LLC


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer


METALMARK CAPITAL II LLC


By:	/s/ Howard Hoffen
	Howard Hoffen
	Chief Executive Officer

Page 40 of 41

CITIGROUP ALTERNATIVE INVESTMENTS LLC


By:	/s/ Craig Barrack
	Craig Barrack
	Secretary


CITIGROUP INVESTMENTS INC.


By:	/s/ Craig Barrack
	Craig Barrack
	Secretary


CITIGROUP INC.


By:	/s/ Ali L. Karshan
	Ali L. Karshan
	Assistant Secretary

Page 41 of 41

Sec Form 13D Filing - CITIGROUP INC (C) filing for Jones Energy Inc. (JONE) - 2013-12-18