Sec Form 4 Filing - SMITH DAN F @ Magnolia Oil & Gas Corp - 2018-07-31

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 SMITH DAN F 2. Issuer Name and Ticker or Trading Symbol Magnolia Oil & Gas Corp [ MGY] 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) C/O MAGNOLIA OIL & GAS CORPORATION, 1001 FANNIN STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2018 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.0001 per share 07/31/2018 C 40,000 A 40,000 D

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 Class F Common Stock, par value $0.0001 per share ( 1 ) 07/31/2018 C 40,000 ( 1 ) ( 1 ) Class A Common Stock 40,000 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH DAN F C/O MAGNOLIA OIL & GAS CORPORATION 1001 FANNIN STREET, SUITE 400 HOUSTON, TX77002 X Signatures /s/ Joan M. Gallagher, as Attorney-in-Fact 08/01/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

Remarks: Exhibit 24 - Power of Attorney

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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