Sec Form 4 Filing - Metalmark Capital II LLC @ Jones Energy, Inc. - 2017-06-30

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) _____ 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) 06/30/2017 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 8% Series A Perpetual Convertible Preferred Stock $ 2.93 ( 1 ) 06/30/2017 S( 4 ) 81,600 ( 2 ) ( 2 ) Class A common stock 1,392,777 ( 1 ) $ 32 0 I See Footnotes ( 3 )

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 Metalmark Capital Partners II GP, L.P. 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NEW YORK, NY10036 X Signatures Metalmark Capital II LLC, /s/ Ken Clifford, CFO and Managing Director 07/05/2017 Signature of Reporting Person Date Metalmark Capital Partners II GP, L.P., By: Metalmark Capital II LLC /s/ Ken Clifford, CFO and Managing Director 07/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 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 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. ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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