Sec Form 4 Filing - Walker John B @ Magnolia Oil & Gas Corp - 2021-06-18

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) 06/18/2021 (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 06/18/2021 C 1,100,379 ( 4 ) A 30,604,226 ( 5 ) I Footnotes ( 2 ) ( 3 ) ( 11 ) Class A Common Stock 06/18/2021 S 7,600,000 ( 15 ) D $ 14.35 ( 8 ) 23,004,226 ( 14 ) I Footnotes ( 2 ) ( 3 ) ( 11 ) Class A Common Stock 596,320 ( 6 ) 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 B Common Stock ( 1 ) 06/18/2021 C 1,100,379 ( 4 ) ( 1 ) ( 10 ) Class A Common Stock 1,100,379 ( 4 ) $ 0 ( 1 ) 65,523,656 ( 7 ) ( 12 ) I Footnotes ( 2 ) ( 3 ) ( 11 ) Class B Common Stock ( 1 ) 06/18/2021 S 5,000,000 ( 9 ) ( 1 ) ( 10 ) Class A Common Stock 5,000,000 ( 9 ) $ 14.35 ( 8 ) 60,523,656 ( 12 ) ( 13 ) I Footnotes ( 2 ) ( 3 ) ( 11 )

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 06/21/2021 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"). ( 3 )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"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP. ( 4 )Represents: (i) 728,276 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 7,608 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 139,369 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 143,773 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 81,353 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2021 Conversion Shares"). ( 5 )Represents the June 2021 Conversion Shares and 29,503,847 shares of Class A Common Stock held by EV XIV-C. ( 6 )Represents 596,320 shares of Class A Common Stock held by Mr. Walker, including 61,320 restricted stock units ("RSUs") granted to Mr. Walker under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date. Of these 61,320 RSUs, 49,798 RSUs have been settled in shares of Class A Common Stock as of the date hereof. ( 7 )Represents shares of Class B Common Stock held (prior to giving effect to the June 2021 Transfer (defined below)) as follows: (i) 43,366,254 shares of Class B Common Stock held by EV XIV-A; (ii) 453,027 shares of Class B Common Stock held by EV XIV-WIC; (iii) 8,298,927 shares of Class B Common Stock held by EV XIV-2A; (iv) 8,561,190 shares of Class B Common Stock held by EV XIV-3A; and (v) 4,844,258 shares of Class B Common Stock held by EV XIV-C-AIV. ( 8 )This amount represents the purchase price in the 144 Sale (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the June 2021 Transfer. ( 9 )Represents: (i) 3,309,206 shares of Class B Common Stock transferred by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 369,657 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "June 2021 Transfer"). ( 10 )Not applicable. ( 11 )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 below) 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. ( 12 )Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with 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.") ( 13 )EV XIV-A owns of record 40,057,048 shares of Class B Common Stock; EV XIV-2A owns of record 7,665,650 shares of Class B Common Stock; EV XIV-3A owns of record 7,907,900 shares of Class B Common Stock; EV XIV-WIC owns of record 418,457 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 4,474,601 shares of Class B Common Stock. ( 14 )EV XIV-C owns of record 23,004,226 shares of Class A Common Stock. ( 15 )Represents shares of Class A Common Stock sold in a transaction exempt from registration pursuant to Rule 144 under the Securities Act of 1933, as amended (the "144 Sale"), as follows: (i) 728,276 shares of Class A Common Stock sold by EV XIV-A; (ii) 7,608 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 139,369 shares of Class A Common Stock sold by EV XIV-2A; (iv) 143,773 shares of Class A Common Stock sold by EV XIV-3A; (v) 81,353 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 6,499,621 shares of Class A Common Stock sold by EV XIV-C.

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