Sec Form 4 Filing - Walker John B @ Magnolia Oil & Gas Corp - 2018-08-16

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) 08/16/2018 (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 08/16/2018 A 1,243,630 ( 1 ) A $ 0 33,034,554 ( 3 ) I See Footnote ( 4 ) ( 5 ) Class A Common Stock 08/22/2018 A 11,000 ( 2 ) A $ 0 11,000 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 B Common Stock ( 7 ) 08/16/2018 A 3,256,370 ( 6 ) ( 7 ) ( 8 ) Class A Common Stock 87,195,804 $ 0 87,195,804 ( 9 ) ( 10 ) I See Footnote ( 3 ) ( 4 ) ( 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 08/24/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 1,243,630 shares of Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on August 16, 2018 as a portion of earnout consideration payable in connection with Magnolia Oil & Gas Corporation's (the "Company") business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination"). ( 2 )Represents restricted stock units ("RSUs") granted 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 of the "Company. The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) his or her ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan. ( 3 )EV XIV-C owns of record 33,034,554 shares of Class A Common Stock. ( 4 )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, EVFA XIV-3A, LLC, and EnerVest Holding XIV, 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"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and 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, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP. ( 5 )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 shares owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the shares 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. ( 6 )Represents (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on August 16, 2018 as a portion of earnout consideration payable in connection with the Business Combination. ( 7 )Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company, in which the Company is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash). ( 8 )Not applicable. ( 9 )Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (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.") ( 10 )EV XIV-A owns of record 57,522,774 shares of Class B Common Stock; EV XIV-2A owns of record 11,416,615 shares of Class B Common Stock; EV XIV-3A owns of record 11,229,851 shares of Class B Common Stock; EV XIV-WIC owns of record 600,919 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,425,645 shares of Class B Common Stock. ( 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 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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