SEC FORM 4

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^*

Jones Jonny

(Last)

(First)

(Middle)

807 LAS CIMAS PARKWAY, SUITE 350

(Street)

AUSTIN

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2014

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

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)
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 B common stock	04/30/2014		J⁽¹⁾⁽²⁾		16,233	D	$0.00⁽¹⁾⁽²⁾	12,307,314	I	See fotnote⁽³⁾

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)
Units of Jones Energy Holdings, LLC	⁽¹⁾⁽²⁾	04/30/2014		J⁽¹⁾⁽²⁾			16,233	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A common stock	16,233	$0.00⁽¹⁾⁽²⁾	12,307,314	I	See footnote⁽³⁾

Explanation of Responses:

1. 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 exchanged by certain employees of the Issuer (the "Electing Employees") for shares of Class A common stock of the Issuer (the "Class A Shares") in order to permit the payment of certain tax withholding obligations. This exchange (the "Exchange") was made pursuant to and in accordance with the Exchange Agreement dated July 29, 2013, included as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed July 30, 2013.

2. Immediately following the Exchange, the Class A Shares were purchased by the Issuer from the Electing Employees for cash at a purchase price equal to the closing price per share of Class A Shares on the New York Stock Exchange on April 28, 2014. The purchase of these Class A Shares by the Issuer from the Electing Employees was for the sole benefit of the Issuer and the Electing Employees and no proceeds went to the Reporting Person in connection with the Exchange or repurchase.

3. The Class B Shares and JEH LLC Units reported herein are beneficially owned by the Reporting Person solely as a result of his status as Manager of JRJ Management Company, LLC and Jones Energy Management, LLC and as the Trustee of the Managing Member of JET 3 GP, LLC, which are the general partners of the entities that held such Class B Shares and JEH LLC Units prior to the Exchange. The Reporting Person disclaims beneficial ownership of the Class B Shares and JEH LLC Units reported herein except to the extent of his pecuniary interest therein.

	/s/ Jonny Jones	05/02/2014
	** 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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