UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 120, 2019

Jones Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36006		80-0907968
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

807 Las Cimas Parkway, Suite 350

807 Las Cimas Parkway, Suite 350 Austin, Texas		78746
(Address of Principal Executive Offices)		(Zip Code)

Austin, Texas

(Address of principal executive offices)

Registrant’s telephone number, including area code: (512) 328-2953

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§17 CFR 230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2 ~~of this chapter~~).

o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsEffective ~~previously~~February 20, ~~disclosed~~2019, ~~Jones~~Mr. Scott ~~Energy,~~McCarty ~~Inc.~~resigned ~~(together~~from ~~with~~the ~~its~~board ~~subsidiaries,~~of directors (the “~~Company~~Board”) ~~and its advisors have been engaged in discussions with certain beneficial holders~~ of ~~the~~Jones ~~Company’s~~Energy, Inc. ~~unsecured funded debt and other securities~~ (the “~~Holders~~Company”) ~~regarding a potential transaction addressing the Company’s debt~~ and ~~equity~~all (acommittees ~~“Potential~~thereof. ~~Transaction”)~~Mr. McCarty Towas ~~facilitate~~a ~~such~~member ~~discussions,~~of the ~~Company~~Nominating and ~~certain~~Corporate ofGovernance ~~the~~Committee. The ~~Holders~~Board ~~entered~~accepted ~~into~~Mr. aMcCarty’s ~~confidentiality~~resignation ~~agreement (the “Holders NDA”)~~ on ~~December 3~~February 21, ~~2018~~2019.

~~Additionally,~~On inFebruary ~~connection~~21, ~~with a Potential Transaction~~2019, ~~the Company has been~~ in ~~discussions~~connection with ~~Metalmark~~Mr. ~~Capital~~McCarty’s ~~(“Metalmark”)~~resignation ~~regarding the Tax Receivable Agreement by~~ and ~~between~~pursuant ~~JEH~~to ~~LLC,~~the ~~Metalmark~~bylaws ~~and certain~~ of the Company~~’s current and former owners~~, ~~dated as of July 29, 2013 (~~the ~~“Tax~~Board ~~Receivable~~voted ~~Agreement”).~~to Todecrease ~~facilitate such discussions,~~ the ~~Company~~size ~~and~~of ~~Metalmark entered into a confidentiality agreement (~~the ~~“Metalmark~~Board ~~NDA”)~~from oneight ~~January 14,~~to ~~2019~~seven members.

Pursuant to the Holders NDA, the Company agreed to publicly disclose, after a specified period of time if certain conditions were met, that the Company and certain of the Holders were engaged in negotiations related to a Potential Transaction and information regarding such negotiations. Pursuant to the Metalmark NDA, the Company agreed to publicly disclose, after a specified period of time if certain conditions were met, that the Company and Metalmark were engaged in negotiations related to the Tax Receivable Agreement and information regarding such negotiations. The information included in this Current Report on Form 8-K is being furnished to satisfy the Company’s public disclosure obligations under both the Holders NDA and the Metalmark NDA.1

Attached hereto as Exhibit 99.1 are the material terms of a Potential Transaction agreed to be disclosed pursuant to the Holders NDA and the Metalmark NDA. The Company has not agreed to consummate a transaction at this time, including the Potential Transaction. No definitive agreement has been reached with the Holders, Metalmark or any other stakeholder. The Company may continue discussions with Metalmark, the Holders, and/or beneficial holders of its first lien secured notes regarding a Potential Transaction.SIGNATURE

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~requirements ~~in this Item 7.01~~ of ~~this~~the ~~Current~~Securities ~~Report~~Exchange onAct ~~Form 8-K,~~of ~~including Exhibit 99.1~~1934, isthe ~~not~~registrant anhas ~~offer~~duly tocaused ~~sell~~this orreport ~~exchange, or solicitation of an offer~~ to ~~buy,~~be ~~any~~signed ~~securities,~~on orits abehalf ~~solicitation~~by ofthe ~~consents~~undersigned ~~with~~hereunto ~~respect~~duly ~~to any securities~~authorized.

~~The~~Date: ~~information set forth in this Item 7.01 of this Current Report on Form~~February ~~8-K~~22, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.2019

~~Item~~JONES 9ENERGY, INC.01 By: /s/ Carl F. ~~Financial~~Giesler, ~~Statements~~Jr. ~~and~~Name: ~~Exhibits~~Carl F. Giesler, Jr. Title: Chief Executive Officer

~~(d) Exhibits.~~2

Exhibit		Description
99.1		Discussion Materials.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JONES ENERGY, INC.
Date: February 1, 2019	By:	/s/ Carl F. Giesler, Jr.
		Carl F. Giesler, Jr.
		Chief Executive Officer

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