0001469588-18-000008.txt : 20180523 0001469588-18-000008.hdr.sgml : 20180523 20180523175752 ACCESSION NUMBER: 0001469588-18-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180521 FILED AS OF DATE: 20180523 DATE AS OF CHANGE: 20180523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAYNOR GEOFFREY CENTRAL INDEX KEY: 0001199406 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36006 FILM NUMBER: 18856073 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Q Global Advisors, LLC CENTRAL INDEX KEY: 0001469589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36006 FILM NUMBER: 18856075 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Q Global Capital Management, L.P. CENTRAL INDEX KEY: 0001469588 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36006 FILM NUMBER: 18856072 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Renegade Swish, LLC CENTRAL INDEX KEY: 0001529750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36006 FILM NUMBER: 18856074 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jones Energy, Inc. CENTRAL INDEX KEY: 0001573166 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 800907968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 807 LAS CIMAS PARKWAY STREET 2: SUITE 350 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-328-2953 MAIL ADDRESS: STREET 1: 807 LAS CIMAS PARKWAY STREET 2: SUITE 350 CITY: AUSTIN STATE: TX ZIP: 78746 4 1 jone4.xml OWNERSHIP DOCUMENT X0306 4 2018-05-21 0 0001573166 Jones Energy, Inc. JONE 0001469588 Q Global Capital Management, L.P. 301 COMMERCE STREET, SUITE 3200 FORT WORTH TX 76102 1 0 0 0 0001469589 Q Global Advisors, LLC 301 COMMERCE STREET, SUITE 3200 FORT WORTH TX 76102 1 0 0 0 0001529750 Renegade Swish, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 1 0 0 0 0001199406 RAYNOR GEOFFREY 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 1 0 0 0 Equity Swap 2018-05-21 4 J 1 1 D 2019-08-21 Class A Common Stock 204767 0 I See Footnote Equity Swap 2018-05-21 4 J 1 1 A 2020-08-21 Class A Common Stock 240767 1 I See Footnote Equity Swap 2018-05-21 4 J 1 1 D 2019-07-15 Class A Common Stock 1677302 0 I See Footnote Equity Swap 2018-05-21 4 J 1 1 A 2020-07-15 Class A Common Stock 1677302 1 I See Footnote Equity Swap 2018-05-21 4 J 1 1 D 2019-07-15 Class A Common Stock 3246340 0 I See Footnote Equity Swap 2018-05-21 4 J 1 1 A 2020-07-15 Class A Common Stock 3246340 1 I See Footnote Equity Swap 2018-05-21 4 J 1 1 D 2019-08-21 8.0% Series A Perpetual Convertible Preferred Stock 100000 0 I See Footnote Equity Swap 2018-05-21 4 J 1 1 A 2020-08-21 8.0% Series A Perpetual Convertible Preferred Stock 100000 1 I See Footnote Equity Swap 2018-05-21 4 J 1 1 D 2019-07-15 8.0% Series A Perpetual Convertible Preferred Stock 191078 0 I See Footnote Equity Swap 2018-05-21 4 J 1 1 A 2020-07-15 8.0% Series A Perpetual Convertible Preferred Stock 191078 1 I See Footnote Equity Swap 2018-05-21 4 J 1 1 D 2019-07-15 8.0% Series A Perpetual Convertible Preferred Stock 150000 0 I See Footnote Equity Swap 2018-05-21 4 J 1 1 A 2020-07-15 8.0% Series A Perpetual Convertible Preferred Stock 150000 1 I See Footnote All shares reported herein as being owned by Q Global Capital Management, L.P. ("QGCM") are held by QGCM pursuant to an Investment Management Agreement with Q5-R5 Trading, Ltd. This filing shall not be deemed an admission that QGCM is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"). Global Advisors, LLC ("QGA") is the sole general partner of QGCM, which is the holder of the shares reported herein. Renegade Swish, LLC ("RS") is the sole manager of QGCA. RS is controlled and indirectly wholly owned by Geoffrey P. Raynor ("Raynor"). Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of QGCM, QGA, RS and Raynor is deemed to be the beneficial owner of any such shares beneficially owned by QGCM only to the extent of the greater of his or its respective direct or indirect pecuniary interest therein. Each of QGCM, QGA, RS and Raynor may be deemed to be a director by deputization for purposes of Section 16 under the Act by virtue of the fact that Scott McCarty, an employee of RS, currently serves on the board of directors of the issuer. Each of QGCM, QGA, RS and Raynor hereby disclaims beneficial ownership of all such shares and the equity swap transactions reported herein, except to the extent of any indirect pecuniary interest therein. Raynor holds an interest in the equity swap transactions reported herein. The equity swaps were entered into by Amalgamated Gadget, L.P. ("Amalgamated") for and on behalf of R2 Investments, LDC. Scepter Holdings, Inc. ("Scepter") is the sole general partner of Amalgamated, and Raynor is the sole shareholder of Scepter. This Form 4 is being filed to report that, after market close on May 21, 2018, the expiration date of each equity swap reported herein was extended by 12 months. The extension of each swap was effected at the same time on May 21, 2018. No premium was paid in connection with the extension. Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $219,541, representing $1.07 per share for the 204,767 shares of the Issuer's Class A Common Stock ("Common Stock") that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 204,767 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $1,844,280, representing $1.10 per share for the 1,677,302 shares of Common Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 1,677,302 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $5,022,509, representing $1.55 per share for the 3,246,340 shares of Common Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 3,246,340 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $4,379,480, representing $43.79 per share for the 100,000 shares of the Issuer's 8.0% Series A Perpetual Convertible Preferred Stock ("Preferred Stock") that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 100,000 shares. See footnote 10 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $8,528,327, representing $44.63 per share for the 191,078 shares of Preferred Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 191,078 shares. See footnote 10 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $4,810,750, representing $32.07 per share for the 150,000 shares of Preferred Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 150,000 shares. See footnote 10 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. Each share of Preferred Stock is convertible into Common Stock at the rate of approximately one share of Preferred Stock for 17.0683416 shares of Common Stock and has no expiration date. /s/ Brandon Teague, Vice President, Q Global Capital Management, L.P. 2018-05-23 /s/ Brandon Teague, Vice President, Q Global Advisors, LLC 2018-05-23 /s/ Brandon Teague, Vice President, Renegade Swish, LLC 2018-05-23 /s/ Brandon Teague, Attorney-in-Fact for Geoffrey P. Raynor 2018-05-23