Jones Energy,Inc. (NYSE:JONE) Files An 8-K Unregistered Sales of Equity Securities

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Jones Energy,Inc. (NYSE:JONE) Files An 8-K Unregistered Sales of Equity Securities

Jones Energy,Inc. (NYSE:JONE) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.

The disclosure in Item 5.02 of this Current Report on Form8-K regarding the inducement award (as hereinafter defined) is incorporated by reference into this Item 3.02. The inducement award is exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section4(a)(2)thereof and/or Regulation D promulgated thereunder.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On August8, 2018, following the approval of the Compensation Committee of its Board of Directors, Jones Energy,Inc. (the “Company”) and Carl F. Giesler,Jr., the Company’s new Chief Executive Officer, agreed to amend and restate the Employment Agreement (the “Original Agreement”) previously entered into between Jones Energy, LLC, a wholly owned subsidiary of the Company, and Mr.Giesler in order to revise certain terms of Mr.Giesler’s compensation. The Company made these changes to facilitate broader structural adjustments to its compensation program. The amended and restated Original Agreement (the “Restated Agreement”) will reflect the grant of the inducement award (as hereinafter defined), including the terms thereof described in this Current Report on Form8-K.

On August8, 2018, the Company made a grant (the “inducement award”) to Mr.Giesler, effective July23, 2018, which is the date Mr.Giesler commenced employment with the Company, of 3,000,000 Restricted Stock Units (“RSUs”), with each RSU representing one share of ClassA common stock of the Company, which will vest in equal one-third installments on July1, 2019, July1, 2020 and July1, 2021 subject to Mr.Giesler’s continued employment. The grant was offered by the Company as a material inducement to Mr.Giesler’s hiring as Chief Executive Officer outside the terms of the Company’s Amended and Restated 2013 Omnibus Incentive Plan (the “Plan”) or any other incentive plan and was approved by the Compensation Committee of the Company’s Board of Directors in reliance on the employment inducement exemption under the NYSE’s Listed Company Manual Rule303A.08.

In addition, the Restated Agreement will reflect the grant, which was made by the Company effective as of July23, 2018, of a compensatory cash award in an aggregate amount of $320,000, which will vest and be paid out in equal one-third installments on April1, 2019, October1, 2019 and April1, 2020. The cash award will be made to a cash award agreement under the Plan (the “Cash Award Agreement”).

The grant of 4,000,000 RSUs referred to in the Original Agreement prior to its amendment and restatement was modified to instead be comprised of the 3,000,000 RSUs and the compensatory cash award described in this Current Report on Form8-K.

The RSUs subject to the inducement award and the cash award will fully vest upon Mr.Giesler’s termination of employment prior to the final vesting date if (i)his termination is due to his death or disability, or (ii)if following a change in control (as defined in the award agreement relating to the RSUs or the Cash Award Agreement, as the case may be), his termination is by the Company without cause or by Mr.Giesler for good reason (as each of those terms are defined in the award agreement relating to the RSUs or the Cash Award Agreement, as the case may be).

Except as set forth in this Current Report on Form8-K, the terms of the Original Agreement disclosed in the Current Report on Form8-K filed by the Company on July20, 2018 remain unchanged in the Restated Agreement. The foregoing descriptions of the Restated Agreement and the cash award are qualified in their entirety by reference to the text of the Restated Agreement and the form of Cash Award Agreement, respectively, copies of which the Company plans to file as exhibits to its Quarterly Report on Form10-Q for the period ending September30, 2018.

Item 7.01 Regulation FD Disclosure.

On August14, 2018, the Company issued a press release announcing the grant of the inducement award to Mr.Giesler. A copy of the press release is attached as Exhibit99.1 to this Current Report on Form8-K and is incorporated in this Item 7.01 by reference.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Jones Energy, Inc. Exhibit
EX-99.1 2 a18-18836_1ex99d1.htm EX-99.1 Exhibit 99.1     JONES ENERGY,…
To view the full exhibit click here

About Jones Energy,Inc. (NYSE:JONE)

Jones Energy, Inc. is an independent oil and gas company engaged in the exploration, development, production and acquisition of oil and natural gas properties. The Company’s assets are located within the Anadarko and Arkoma basins of Texas and Oklahoma. It owns leasehold interests in oil and natural gas producing properties, as well as in undeveloped acreage, located in the Anadarko and Arkoma basins in Texas and Oklahoma. The Company’s oil is generally sold under short-term, extendable and cancellable agreements with unaffiliated purchasers. The Company’s natural gas is sold at delivery points at or near producing wells to natural gas gathering and marketing companies. Its total estimated proved reserves are approximately 101.7 million barrels of oil equivalent (MMBoe). Approximately 25% of its total estimated proved reserves consist of oil, over 32% consist of natural gas liquids (NGLs) and over 43% consist of natural gas. Its properties include over 1,020 gross producing wells.