Jones Energy Form 4 / Advisors, L.L.C. JVL ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JVL Advisors, L.L.C.

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jones Energy, Inc. [ JONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/18/2018		S		20,214⁽¹⁾⁽²⁾⁽³⁾	D	$0.69	91,541⁽¹⁾⁽²⁾⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Class A Common Stock	12/18/2018		S		5,786⁽¹⁾⁽²⁾⁽⁵⁾	D	$0.69	0⁽¹⁾⁽²⁾⁽⁶⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁶⁾
Class A Common Stock	12/19/2018		S		6,173⁽¹⁾⁽²⁾⁽³⁾	D	$0.63	85,368⁽¹⁾⁽²⁾⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Class A Common Stock	12/19/2018		S		10,339⁽¹⁾⁽²⁾⁽⁷⁾	D	$0.63	325,626⁽¹⁾⁽²⁾⁽⁸⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁸⁾
Class A Common Stock	12/19/2018		S		8,488⁽¹⁾⁽²⁾⁽⁹⁾	D	$0.63	241,794⁽¹⁾⁽²⁾⁽¹⁰⁾	I	See footnotes⁽¹⁾⁽²⁾⁽¹⁰⁾
Class A Common Stock	12/20/2018		S		2,469⁽¹⁾⁽²⁾⁽³⁾	D	$0.6	82,899⁽¹⁾⁽²⁾⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Class A Common Stock	12/20/2018		S		4,136⁽¹⁾⁽²⁾⁽⁷⁾	D	$0.6	321,490⁽¹⁾⁽²⁾⁽⁸⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁸⁾
Class A Common Stock	12/20/2018		S		3,395⁽¹⁾⁽²⁾⁽⁹⁾	D	$0.6	238,399⁽¹⁾⁽²⁾⁽¹⁰⁾	I	See footnotes⁽¹⁾⁽²⁾⁽¹⁰⁾
Class A Common Stock	12/21/2018		S		10,000⁽¹⁾⁽²⁾⁽³⁾	D	$0.58	72,899⁽¹⁾⁽²⁾⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Class A Common Stock	12/21/2018		S		5,000⁽¹⁾⁽²⁾⁽⁷⁾	D	$0.58	316,490⁽¹⁾⁽²⁾⁽⁸⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁸⁾
Class A Common Stock	12/21/2018		S		5,000⁽¹⁾⁽²⁾⁽⁹⁾	D	$0.58	233,399⁽¹⁾⁽²⁾⁽¹⁰⁾	I	See footnotes⁽¹⁾⁽²⁾⁽¹⁰⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

JVL Advisors, L.L.C.

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LOVOI JOHN

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

Explanation of Responses:

1. John V. Lovoi ("Lovoi") is (i) the sole member and manager of JVL Advisors, LLC ("JVL Advisors"), which is the ultimate controlling entity of Navitas Fund LP, a Texas limited partnership ("Navitas"), TJS Energy Fund, LP, a Delaware limited partnership ("TJS"), and Hephaestus Energy Fund, LP, a Delaware limited partnership ("Hephaestus"), and (ii) a managing member of Lobo Baya LLC, which is the ultimate controlling entity of Luxiver, LP, a Delaware limited partnership ("Luxiver", and collectively with Navitas, TJS and Hephaestus, the "Partnerships").

2. Because of their control over the Partnerships, JVL Advisors and Lovoi may be deemed to have voting and dispositive power over the securities owned by the Partnerships; thus, each may also be deemed to be the beneficial owner of these securities. JVL Advisors and Lovoi disclaim any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of their respective pecuniary interest in such securities.

3. Represents Navitas's sale of shares of common stock.

4. Represents shares of common stock held by Navitas.

5. Represents TJS's sale of shares of common stock.

6. Represents shares of common stock held by TJS.

7. Represents Luxiver's sale of shares of common stock.

8. Represents shares of common stock held by Luxiver.

9. Represents Hephaestus's sale of shares of common stock.

10. Represents shares of common stock held by Hephaestus.

	/s/ John V. Lovoi, Manager, JVL ADVISORS, LLC	12/26/2018
	/s/ John V. Lovoi	12/26/2018
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Jones Energy (JONEQ) Inactive Form 4Jones Energy / Advisors, L.L.C. JVL ownership change