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

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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
McConnell Mike
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 _____ 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 217,348 ( 1 ) A $ 0 558,868 D
Class A common stock 04/17/2018 D 178,376 ( 2 ) D $ 0 380,492 D
Class A common stock 04/17/2018 F 96,324 ( 3 ) D $ 0.62 284,168 D
Class A common stock 633,001 I See footnote ( 5 )
Class B common stock 04/17/2018 J( 4 ) 30,313 ( 4 ) D $ 0 ( 4 ) 553,013 ( 5 ) 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
Units of Jones Energy Holdings, LLC ( 4 ) 04/17/2018 J( 4 ) 30,313 ( 4 ) ( 4 ) ( 4 ) Class A common stock 30,313 ( 4 ) $ 0 ( 4 ) 553,013 ( 5 ) I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McConnell Mike
807 LAS CIMAS PARKWAY, SUITE 350
AUSTIN, TX78746
X
Signatures
/s/ Mike S. McConnell 05/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person was previously granted 217,348 Performance Share Units 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 )Upon the Reporting Person's termination as an employee and officer of the Issuer, the Reporting Person forfeited 178,376 Restricted Share Units that were previously reported but unvested.
( 3 )Represents shares of Class A common stock of the Issuer ("Class A Shares") withheld for payment of withholding taxes upon the vesting of the PSUs described in item 1 above.
( 4 )The shares of Class B common stock of the Issuer (the "Class B Shares") and an equivalent number of membership interests in Jones Energy Holdings, LLC (the "JEH LLC Units") reported herein were forfeited by the Reporting Person upon his termination as an employee of the Issuer.
( 5 )The Class A Shares, Class B Shares and JEH LLC Units reported herein are or were beneficially owned by the Reporting Person solely as a result of his status as President of McConnell Interests, LLC, the general partner of McConnell Partnership, Ltd., which is the entity that directly beneficially owns such interests. The Reporting Person disclaims beneficial ownership of the Class A Shares, Class B Shares and JEH LLC Units reported herein 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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