UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Jones Energy, Inc.
|
(Name of Issuer)
|
Class A common stock, par value $0.001 per share
|
(Title of Class of Securities)
|
48019R108
|
(CUSIP Number)
|
Citigroup Inc.
399 Park Avenue
New York, NY 10022
Attn: Ali L. Karshan, Esq.
Telephone: (212) 559-1000
Copies to:
John A. Bick, Esq.
William J. Chudd, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
December 16, 2013
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
MCP II (Cayman) AIF Jones Intermediate LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
2,181,884*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
2,181,884*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,181,884 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
6.1%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
*
|
Beneficial ownership of the Class A common stock of the Issuer (“Class A Common Stock”) referred to herein is being reported hereunder solely because the reporting person directly owns 2,181,884 shares of Class B common stock of the Issuer (“Class B Common Stock”) and 2,181,884 membership interests (“JEH LLC Units”) in Jones Energy Holdings, LLC (“JEH LLC”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
MCP II Jones Intermediate LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
2,821,725*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
2,821,725*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,821,725 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
7.9%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 2,821,725 shares of Class B Common Stock and 2,821,725 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
MCP II (TE) AIF Jones Intermediate LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
2,641,100*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
2,641,100*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,641,100 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
7.4%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 2,641,100 shares of Class B Common Stock and 2,641,100 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
MCP II Co-Investment Jones Intermediate LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
2,284,083*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
2,284,083*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,284,083 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
6.4%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 2,284,083 shares of Class B Common Stock and 2,284,083 JEH LLC Units, which are exchangeable for shares of Class A Common stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
MCP (C) II Jones Intermediate LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
12,856,825*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
12,856,825*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12,856,825 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
36.0%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 12,856,825 shares of Class B Common Stock and 12,856,825 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
MCP II Executive Fund Jones Intermediate LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
418,599*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
418,599*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
418,599 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
1.2%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person directly owns 418,599 shares of Class B Common Stock and 418,599 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
MCP II (Cayman) AIF, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
2,181,884*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
2,181,884*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,181,884 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
6.1%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II (Cayman) AIF Jones Intermediate LLC. MCP II (Cayman) AIF Jones Intermediate LLC directly owns 2,181,884 shares of Class B Common Stock and 2,181,884 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Metalmark Capital Partners II, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
2,821,725*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
2,821,725*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,821,725 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
7.9%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II Jones Intermediate LLC. MCP II Jones Intermediate LLC directly owns 2,821,725 shares of Class B Common Stock and 2,821,725 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
MCP II (TE) AIF, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
2,641,100*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
2,641,100*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,641,100 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
7.4%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II (TE) AIF Jones Intermediate LLC. MCP II (TE) AIF Jones Intermediate LLC directly owns 2,641,100 shares of Class B Common Stock and 2,641,100 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Metalmark Capital Partners II Co-Investment, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
2,284,083*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
2,284,083*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,284,083 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
6.4%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II Co-Investment Jones Intermediate LLC. MCP II Co-Investment Jones Intermediate LLC directly owns 2,284,083 shares of Class B Common Stock and 2,284,083 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Metalmark Capital Partners (C) II, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
12,856,825*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
12,856,825*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12,856,825 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
36.0%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP (C) II Jones Intermediate LLC. MCP (C) II Jones Intermediate LLC directly owns 12,856,825 shares of Class B Common Stock and 12,856,825 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Metalmark Capital Partners II Executive Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
418,599*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
418,599*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
418,599 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
1.2%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the sole member of MCP II Executive Fund Jones Intermediate LLC. MCP II Executive Fund Jones Intermediate LLC directly owns 418,599 shares of Class B Common Stock and 418,599 JEH LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Metalmark Capital Partners II GP, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
23,204,216*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
23,204,216*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
23,204,216 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
65.0%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the general partner of each of MCP II (Cayman) AIF, L.P., Metalmark Capital Partners II, L.P., MCP II (TE) AIF, L.P., Metalmark Capital Partners II Co-Investment, L.P., Metalmark Capital Partners (C) II, L.P., Metalmark Capital Partners II Executive Fund, L.P. (collectively, the “Metalmark Funds”). The Metalmark Funds, as a result of their status as the sole members of MCP II (Cayman) AIF Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II Co-Investment Jones Intermediate LLC, MCP (C) II Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC (collectively, the “Intermediate LLCs”), may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Metalmark Capital Holdings LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Texas
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
23,204,216*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
23,204,216*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
23,204,216 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
65.0%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its status as the general partner of Metalmark Capital Partners II GP, L.P. Metalmark Capital Partners II GP, L.P. is the general partner of each of the Metalmark Funds and the Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Metalmark Capital II LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
23,204,216*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
23,204,216*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
23,204,216 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
þ
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
65.0%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of its current status as the sole member of Metalmark Capital Holdings LLC, which is the general partner of Metalmark Capital Partners II GP, L.P. Metalmark Capital Partners II GP, L.P. is the general partner of each of the Metalmark Funds and the Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
**
|
Based on the number of shares of Class A Common Stock (12,526,580) issued and outstanding as of November 6, 2013, as reported in the Issuer’s form 10-Q filed on November 8, 2013, and assuming all outstanding JEH LLC Units beneficially owned by the Reporting Persons (23,204,216) as of December 16, 2013 and no other JEH LLC Units, were exchanged (along with a corresponding number of shares of Class B Common Stock) for newly-issued shares of Class A Common Stock on a one-for-one basis, for a combined total of 35,730,796 shares of Class A Common Stock.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Citigroup Alternative Investments LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
0*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
IA
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder because the reporting person may previously have been deemed to beneficially own such securities as a result of its prior status as the sole member of Metalmark Capital Holdings LLC, which is the general partner of Metalmark Capital Partners II GP, L.P. Metalmark Capital Partners II GP, L.P. is the general partner of each of the Metalmark Funds and the Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Following the Spin-off, the reporting person no longer beneficially owns more than five percent of the Class A Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Citigroup Investments Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
0*
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
0*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
HC
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder because the reporting person may previously have been deemed to beneficially own such securities as a result of its status as the sole member of Citigroup Alternative Investments LLC, which, prior to the Spin-off (described in Item 3) was the sole member of Metalmark Capital Holdings LLC. Metalmark Capital Holdings LLC is the general partner of Metalmark Capital Partners II GP, L.P, which is the general partner of the Metalmark Funds. The Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Following the Spin-off, the reporting person no longer beneficially owns more than five percent of the Class A Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
CUSIP No.
|
48019R108
|
1
|
NAMES OF REPORTING PERSONS
|
||
Citigroup Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
(b)
|
þ
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
OO (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
x
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
0*
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
OWNED BY
|
0
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
0*
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
WITH:
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0 shares of Class A common stock*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
HC
|
*
|
Beneficial ownership of the Class A Common Stock referred to herein is being reported hereunder because the reporting person may previously have been deemed to beneficially own such securities as a result of its status as the sole shareholder of Citigroup Investments Inc., which is the sole member of Citigroup Alternative Investments LLC. Prior to the Spin-off described in Item 3, Citigroup Alternative Investments LLC was the sole member of Metalmark Capital Holdings LLC. Metalmark Capital Holdings LLC is the general partner of Metalmark Capital Partners II GP, L.P. and Metalmark Capital Partners II GP, L.P. is the general partner of the Metalmark Funds. The Metalmark Funds, as a result of their status as the sole members of the Intermediate LLCs, may be deemed to beneficially own JEH LLC Units and Class B Common Stock which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to an exchange agreement described in Item 2 of this Schedule 13D. Following the Spin-off, the reporting person no longer beneficially owns more than five percent of the Class A Common Stock. Subsidiaries of Citigroup Inc. that are not Reporting Persons or otherwise a member of any Rule 13d-5(b) group that, as described in Item 2 below, may be deemed to exist among the Reporting Persons, own 2,769 shares of Class A Common Stock and Citigroup Inc. may therefore be deemed to beneficially own such shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 2, 3, 4 and 5 of this Schedule 13D.
|
·
|
The Statement on Schedule 13D filed on August 8, 2013 by the Jones Family Entities reports beneficial ownership of 13,656,980 shares of Class A Common Stock (which consists of 1,333,433 shares of Class A Common Stock held by JRJ Investment Fund, Ltd., 5,530,130 shares of Class B Common Stock and 5,530,130 JEH LLC Units held by Jones Energy Drilling Fund, LP, 1,843,377 shares of Class B Common Stock and 1,843,377 JEH LLC Units held by Jones Energy Equity Partners, LP, 3,095,052 shares of Class B Common Stock
|
Exhibit 1
|
Joint Filing Agreement dated December 18, 2013 among the Reporting Persons (filed herewith)
|
Exhibit 2
|
Exchange Agreement dated July 29, 2013, among Jones Energy, Inc., Jones Energy Holdings, LLC, Jones Energy Drilling Fund, LP, Jones Energy Equity partners, LP, Jones Energy Equity Partners II, LP, Jones Energy Team 3, LP, Wells Fargo Central Pacific Holdings, Inc., MCP (C) II Jones Intermediate LLC, MCP II Co- Investment Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II (Cayman) AIF Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC (filed as Exhibit 10.3 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).
|
Exhibit 3
|
Restructuring Agreement dated July 11, 2013, among Jones Energy, Inc., Jones Energy Holdings, LLC and the members thereof (filed as Exhibit 10.2 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).
|
Exhibit 4
|
Third Amended and Restated Limited Liability Company Agreement of Jones Energy Holdings, LLC dated July 26, 2013, among Jones Energy Holdings, LLC and the members thereof (filed as Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).
|
Exhibit 5
|
Registration Rights and Stockholders Agreement, dated as of July 29, 2013, among Jones Energy, Inc., Jones Energy Drilling Fund, LP, Jones Energy Equity Partners, LP, Jones Energy Equity Partners II, LP, Jones Energy Team 3, LP, MCP (C) II Jones Intermediate LLC, MCP II Co- Investment Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II (Cayman) AIF Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC (and their permitted transferees) (filed as Exhibit 10.5 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).
|
MCP (C) II JONES INTERMEDIATE LLC
|
||
By: Metalmark Capital Partners (C) II, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II CO-INVESTMENT JONES INTERMEDIATE LLC
|
||
By: Metalmark Capital Partners II Co-Investment, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II JONES INTERMEDIATE LLC
|
||
By: Metalmark Capital Partners II, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
MCP II (TE) AIF JONES INTERMEDIATE LLC
|
||
By: MCP II (TE) AIF, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II (CAYMAN) AIF JONES INTERMEDIATE LLC
|
||
By: MCP II (Cayman) AIF, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II EXECUTIVE FUND JONES INTERMEDIATE LLC
|
||
By: Metalmark Capital Partners II Executive Fund, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II (CAYMAN) AIF, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
METALMARK CAPITAL PARTNERS II, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II (TE) AIF, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL PARTNERS II CO-INVESTMENT, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL PARTNERS (C) II, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
METALMARK CAPITAL PARTNERS II EXECUTIVE FUND, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL PARTNERS II GP, L.P.
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL HOLDINGS LLC
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL II LLC
|
||
By: | /s/ Howard Hoffen | |
Howard Hoffen | ||
Chief Executive Officer |
CITIGROUP ALTERNATIVE INVESTMENTS LLC
|
||
By:
|
/s/ Craig Barrack
|
|
Craig Barrack
|
||
Secretary
|
||
CITIGROUP INVESTMENTS INC.
|
||
By:
|
/s/ Craig Barrack
|
|
Craig Barrack
|
||
Secretary
|
||
CITIGROUP INC. | ||
By: | /s/ Ali L. Karshan | |
Ali L. Karshan | ||
Assistant Secretary |
Name and Title
|
Principal Occupation and
Business Address
|
Citizenship
|
Michael L. Corbat
Director and Executive Officer
|
Chief Executive Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Duncan P. Hennes
Director
|
Co-Founder and Partner
Atrevida Partners, LLC
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Franz B. Humer
Director
|
Chairman
Roche Holding Ltd.
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
Austria and Switzerland
|
Director
|
Philip H. Knight Professor and Dean of the Graduate School of Business at
Stanford University
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
Australia and United States
|
Michael E. O’Neill
Director
|
Chairman
c/oCitigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Gary M. Reiner
Director
|
Operating Partner
General Atlantic LLC
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Judith Rodin
Director
|
President
Rockefeller Foundation
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Robert Ryan
Director
|
Chief Financial Officer, Retired
Medtronic Inc.
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Name and Title
|
Principal Occupation and
Business Address
|
Citizenship
|
Anthony M. Santomero
Director
|
Former President
Federal Reserve Bank of Philadelphia
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Joan Spero
Director
|
Senior Research Scholar
Columbia University School of International and Public Affairs
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Diana L. Taylor
Director
|
Managing Director
Wolfensohn Fund Management, L.P.
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
William S. Thompson Jr.,
Director
|
Chief Executive Officer, Retired
Pacific Investment Management Company (PIMCO)
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
James S. Turley
Director
|
Former Chairman and Chief Executive Officer
Ernst & Young
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Ernesto Zedillo
Director
|
Director
Center for the Study of Globalization and Professor in the Field of International Economics and Politics
Yale University
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
Mexico
|
Francisco Aristeguieta
Executive Officer
|
Chief Executive Officer
Latin America
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
Venezuela
|
Stephen Bird
Executive Officer
|
Chief Executive Officer
Asia Pacific
Citigroup Inc.
399 Park Avenue
New York, New York 10022
|
United Kingdom
|
Don Callahan
Executive Officer
|
Head of Operations & Technology
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Name and Title
|
Principal Occupation and
Business Address
|
Citizenship
|
James Cowles
Executive Officer
|
Chief Executive Officer
Europe, Middle East and Africa
399 Park Avenue
New York, NY 10022
|
United States and United Kingdom
|
James A. Forese
Executive Officer
|
Co-President of Citigroup Inc. and Chief
Executive Officer, Institutional Clients Group
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
John C. Gerspach
Executive Officer
|
Chief Financial Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Brian Leach
Executive Officer
|
Head of Franchise Risk and Strategy
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Paul McKinnon
Executive Officer
|
Head of Human Resources
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Eugene McQuade
Executive Officer
|
Chief Executive Officer
Citibank, N.A.
399 Park Avenue
New York, NY 10022
|
United States
|
Manuel Medina-Mora Executive Officer
|
Co-President of Citigroup Inc. and Chief Executive Officer, Global Consumer Banking and Chairman, Mexico
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
Mexico
|
William J. Mills
Executive Officer
|
Chief Executive Officer
North America
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Jeffrey R. Walsh
Executive Officer
|
Controller and Chief Accounting Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Rohan Weerasinghe
Executive Officer
|
General Counsel and Corporate Secretary
Citigroup Inc.
399 Park Avenue
New York, NY 10022
|
United States
|
Name and Title
|
Principal Occupation
and Business Address
|
Citizenship
|
Philip Dunne
Director and President
|
Chief Financial Officer
Citi Capital Advisors
399 Park Avenue
New York, NY 10022
|
United States
|
Craig Barrack
Director and Secretary
|
General Counsel
Citi Capital Advisors
399 Park Avenue
New York, NY 10022
|
United States
|
William Hansen
Vice President & Treasurer
|
Controller
Citi Capital Advisors
399 Park Avenue
New York, NY 10022
|
United States
|
Exhibit 1
|
Joint Filing Agreement dated December 18, 2013 among the Reporting Persons (filed herewith).
|
Exhibit 2
|
Exchange Agreement dated July 29, 2013, among Jones Energy, Inc., Jones Energy Holdings, LLC, Jones Energy Drilling Fund, LP, Jones Energy Equity partners, LP, Jones Energy Equity Partners II, LP, Jones Energy Team 3, LP, Wells Fargo Central Pacific Holdings, Inc., MCP (C) II Jones Intermediate LLC, MCP II Co- Investment Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II (Cayman) AIF Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC (filed as Exhibit 10.3 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).
|
Exhibit 3
|
Restructuring Agreement dated July 11, 2013, among Jones Energy, Inc., Jones Energy Holdings, LLC and the members thereof (filed as Exhibit 10.2 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).
|
Exhibit 4
|
Third Amended and Restated Limited Liability Company Agreement of Jones Energy Holdings, LLC dated July 26, 2013, among Jones Energy Holdings, LLC and the members thereof (filed as Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).
|
Exhibit 5
|
Registration Rights and Stockholders Agreement, dated as of July 29, 2013, among Jones Energy, Inc., Jones Energy Drilling Fund, LP, Jones Energy Equity Partners, LP, Jones Energy Equity Partners II, LP, Jones Energy Team 3, LP, MCP (C) II Jones Intermediate LLC, MCP II Co- Investment Jones Intermediate LLC, MCP II Jones Intermediate LLC, MCP II (TE) AIF Jones Intermediate LLC, MCP II (Cayman) AIF Jones Intermediate LLC and MCP II Executive Fund Jones Intermediate LLC (and their permitted transferees) (filed as Exhibit 10.5 to the Issuer’s current report on Form 8-K filed with the Commission on July 30, 2013 and incorporated herein in its entirety by reference).
|
MCP (C) II JONES INTERMEDIATE LLC
|
||
By: Metalmark Capital Partners (C) II, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II CO-INVESTMENT JONES INTERMEDIATE LLC
|
||
By: Metalmark Capital Partners II Co-Investment, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
MCP II JONES INTERMEDIATE LLC
|
||
By: Metalmark Capital Partners II, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
MCP II (TE) AIF JONES INTERMEDIATE LLC
|
||
By: MCP II (TE) AIF, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II (CAYMAN) AIF JONES INTERMEDIATE LLC
|
||
By: MCP II (Cayman) AIF, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II EXECUTIVE FUND JONES INTERMEDIATE LLC
|
||
By: Metalmark Capital Partners II Executive Fund, L.P., its Sole Member
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II (CAYMAN) AIF, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
METALMARK CAPITAL PARTNERS II, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
MCP II (TE) AIF, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL PARTNERS II CO-INVESTMENT, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
METALMARK CAPITAL PARTNERS (C) II, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
METALMARK CAPITAL PARTNERS II EXECUTIVE FUND, L.P.
|
||
By: Metalmark Capital Partners II GP, L.P., its General Partner
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL PARTNERS II GP, L.P.
|
||
By: Metalmark Capital Holdings LLC, its General Partner
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL HOLDINGS LLC
|
||
By:
|
/s/ Howard Hoffen
|
|
Howard Hoffen
|
||
Chief Executive Officer
|
||
METALMARK CAPITAL II LLC
|
||
By: | /s/ Howard Hoffen | |
Howard Hoffen | ||
Chief Executive Officer |
CITIGROUP ALTERNATIVE INVESTMENTS LLC
|
||
By:
|
/s/ Craig Barrack
|
|
Craig Barrack
|
||
Secretary
|
||
CITIGROUP INVESTMENTS INC.
|
||
By:
|
/s/ Craig Barrack
|
|
Craig Barrack
|
||
Secretary
|
||
CITIGROUP INC. | ||
By: | /s/ Ali L. Karshan | |
Ali L. Karshan | ||
Assistant Secretary |