Mike McConnell Form 4/A Jones Energy / Mike McConnell 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^*

McConnell Mike

(Last) (First) (Middle)

807 LAS CIMAS PARKWAY, SUITE 350

(Street)

AUSTIN TX 78746

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/19/2018

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	04/17/2018		A		217,348(1)	A	$0.00	558,868	D
Class A common stock	04/17/2018		D		178,376(2)	D	$0.00	380,492	D
Class A common stock	04/17/2018		F		96,324(3)	D	$0.62	284,168	D
Class A common stock								633,001	I	See footnote(5)
Class B common stock	04/17/2018		J(4)		30,313(4)	D	$0.00(4)	553,013(5)	I	See footnote(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Units of Jones Energy Holdings, LLC	(4)	04/17/2018		J(4)			30,313(4)	(4)	(4)	Class A common stock	30,313(4)	$0.00(4)	553,013(5)	I	See footnote(5)

Explanation of Responses:

1. The Reporting Person was previously granted 217,348 Performance Share Units under the Amended and Restated Jones Energy, Inc. 2013 Omnibus Incentive Plan, all of which vested immediately upon the Reporting Person's termination as an employee and officer of the Issuer.

2. Upon the Reporting Person's termination as an employee and officer of the Issuer, the Reporting Person forfeited 178,376 Restricted Share Units that were previously reported but unvested.

3. Represents shares of Class A common stock of the Issuer ("Class A Shares") withheld for payment of withholding taxes upon the vesting of the PSUs described in item 1 above.

4. The shares of Class B common stock of the Issuer (the "Class B Shares") and an equivalent number of membership interests in Jones Energy Holdings, LLC (the "JEH LLC Units") reported herein were forfeited by the Reporting Person upon his termination as an employee of the Issuer.

5. The Class A Shares, Class B Shares and JEH LLC Units reported herein are or were beneficially owned by the Reporting Person solely as a result of his status as President of McConnell Interests, LLC, the general partner of McConnell Partnership, Ltd., which is the entity that directly beneficially owns such interests. The Reporting Person disclaims beneficial ownership of the Class A Shares, Class B Shares and JEH LLC Units reported herein except to the extent of his pecuniary interest therein.

Remarks:

The original Form 4 filed on April 19, 2018 is being amended pursuant to this Form 4/A to correct the number of shares actually withheld for payment of withholding taxes upon the vesting of the PSUs described herein.

	/s/ Mike S. McConnell	05/07/2018
	** 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).
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