Sec Form 4 Filing - Walker John B @ Magnolia Oil & Gas Corp - 2019-12-18

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 Walker John B 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ENERVEST, LTD., 1001 FANNIN STREET, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2019 (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

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 B Common Stock ( 1 ) 12/18/2019 D 6,000,000 ( 3 ) ( 1 ) ( 4 ) Class A Common Stock 6,000,000 $ 11.52 85,789,814 ( 5 ) ( 6 ) I See Footnote ( 2 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walker John B C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 HOUSTON, TX77002 X X Signatures /s/ John B. Walker 12/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash). ( 2 )EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"). EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC and EV XIV-C-AIV together, the "Record Holders"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP. ( 3 )Represents (i) 3,971,047 shares of Class B Common Stock transferred to the Issuer by EV XIV-A, (ii) 41,484 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC, (iii) 759,933 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A, (iv) 783,947 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A and (v) 443,589 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV. (The shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.") ( 4 )Not applicable. ( 5 )Represents the aggregate number of shares of Class B Common Stock owned by the Record Holders. ( 6 )EV XIV-A owns of record 56,779,231 shares of Class B Common Stock; EV XIV-2A owns of record 10,865,746 shares of Class B Common Stock; EV XIV-3A owns of record 11,209,125 shares of Class B Common Stock; EV XIV-WIC owns of record 593,147 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,342,565 shares of Class B Common Stock. ( 7 )Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined above) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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