Sec Form 4/A Filing - Jones Jonny @ Jones Energy, Inc. - 2018-04-17

FORM 4/A 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 Jones Jonny 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) 807 LAS CIMAS PARKWAY, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2018 (Street) AUSTIN, TX78746 4. If Amendment, Date Original Filed (MM/DD/YY) 04/19/2018 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 A common stock 04/17/2018 A 434,952 ( 1 ) A $ 0 6,366,967 ( 2 ) D Class A common stock 04/17/2018 D 356,967 ( 3 ) D $ 0 6,010,000 ( 2 ) D Class A common stock 04/17/2018 F 171,159 ( 4 ) D $ 0.62 5,838,841 ( 2 ) D Class A common stock 1,450,005 I See footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Jonny 807 LAS CIMAS PARKWAY, SUITE 350 AUSTIN, TX78746 X X Signatures /s/ Jonny Jones 05/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was previously granted 434,952 Performance Share Units ("PSUs") under the Amended and Restated Jones Energy, Inc. 2013 Omnibus Incentive Plan, all of which vested immediately upon the Reporting Person's termination as an employee and officer of the Issuer. ( 2 )The Reporting Person is deemed to beneficially own 5,051,725 shares of Class A Common Stock of the Issuer ("Class A Shares") as a result of the irrevocable proxies (the "Proxies") to vote such Class A Shares granted on July 6, 2017 by Debora Lynn Jones Trust V, Julie Ann Jarvis Trust V, Jon Rex Jones Loyal Trust, Jon Rex Jones, Jr. Trust V and Stephen Martin Jones Trust V. Following the grant of the Proxies, the Reporting Person holds sole voting power over such Class A Shares. No consideration was paid by the Reporting Person for the grant of the Proxies. Additionally, the Reporting Person is deemed to indirectly beneficially own the 2,291,138 Class A Shares owned by Jon Rex Jones, Jr. Trust V as a result of his status as Trustee of such trust, through which he holds sole dispositive power over such Class A Shares. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein. ( 3 )Upon the Reporting Person's termination as an employee and officer of the Issuer, the Reporting Person forfeited 356,967 Restricted Share Units that were previously reported but unvested. ( 4 )Represents Class A Shares withheld for payment of withholding taxes upon the vesting of the PSUs described in item 1 above. ( 5 )The Reporting Person indirectly beneficially owns such Class A Shares through the JRJ Jr. Trust V. The Reporting Person disclaims beneficial ownership of such Class A Shares except to the extent of his pecuniary interest therein.

Remarks: The original Form 4 filed on April 19, 2018 is being amended pursuant to this Form 4/A to correct the number of shares actually withheld for payment of withholding taxes upon the vesting of the PSUs described herein.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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