UNITED STATES

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~~April 222, 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)		(~~IRS~~I.R.S. Employer Identification No.)

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

807 Las Cimas Parkway, Suite 350

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 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnRestructuring ~~February 27,~~Support 2019, Jones Energy, Inc. (the “Company”), issued a press release announcing its earnings for the fourth quarter of 2018 and the year ended December 31, 2018. A copy of the Company’s press release is attached hereto and furnished as Exhibit 99.1 and is incorporated in this report by reference.Agreement

~~The~~On ~~information~~April 2, in2019, ~~this~~Jones ~~Item 2~~Energy, Inc.02 (“JEI”), ~~including~~and certain of JEI’s wholly owned direct and indirect subsidiaries (such entities, each a “Debtor” and, collectively, the ~~accompanying~~“Debtors”) ~~Exhibit~~entered into a Restructuring Support Agreement (the “RSA”) with (i) ~~99.1~~certain holders (collectively, ~~shall~~the ~~not~~“First beLien ~~deemed~~Noteholders”) of the 9.25% Senior Secured First Lien Notes due 2023 (the “~~filed~~First Lien Notes”) ~~for~~issued ~~purposes~~pursuant to that certain Indenture, dated as of ~~Section~~February 1814, 2018, among Jones Energy Holdings, LLC (“JEH”), Jones Energy Finance Corp. (“JEF” and together with JEH, the “Issuers”), JEI, each of the ~~Securities~~subsidiary ~~Exchange~~guarantors ~~Act~~party thereto, UMB Bank N.A., as trustee, and Wells Fargo, National Association, as Collateral Agent; (ii) certain holders (collectively, the “2022 Noteholders”) of ~~1934~~the 6.75% Senior Notes due 2022 (the “~~Exchange~~2022 ~~Act~~Notes”) issued pursuant to that certain Indenture, dated as of April 1, 2014 (as amended, restated, supplemented or otherwise ~~subject~~modified from time to time, the ~~liability~~“2022 Notes Indenture”), among the Issuers, JEI, each of ~~such~~the ~~section~~subsidiary guarantors party thereto, ~~nor~~and ~~shall~~UMB ~~such~~Bank ~~information~~N.A., beas ~~deemed~~successor ~~incorporated~~trustee; byand ~~reference~~(iii) certain inholders ~~any~~(the ~~filing~~“2023 ~~under~~Noteholders” and, together with the ~~Securities~~2022 ~~Act~~Noteholders and the First Lien Noteholders, the “Consenting Stakeholders”) of ~~1933~~the or9.25% Senior Notes due 2023 (together with the ~~Exchange~~2022 ~~Act~~Notes, ~~regardless~~the “Unsecured Notes”) issued pursuant to that certain Indenture, dated as of February 23, 2015, among the ~~general~~Issuers, ~~incorporation~~JEI, ~~language~~each of ~~such~~the ~~filing~~subsidiary guarantors party thereto, ~~except~~and UMB Bank N.A., as successor trustee. Capitalized terms used but not otherwise defined herein shall behave ~~expressly~~the ~~set~~meaning ~~forth~~given byto ~~specific~~such ~~reference~~terms in ~~such~~the ~~filing~~RSA.

As of April 2, 2019, Consenting Stakeholders holding approximately 84% of the First Lien Notes and approximately 84% of the Unsecured Notes signed the RSA, which contemplates a restructuring (the “Restructuring”) of the Debtors pursuant to a prepackaged joint plan of reorganization (the “Plan”), which is attached to the RSA, and that the Debtors will file petitions for voluntary relief under chapter 11 (the “Chapter 11 Cases”) of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

The RSA provides for certain milestones requiring, among other things, that the Debtors (i) commence the Chapter 11 Cases and file the Plan and corresponding disclosure statement (the “Disclosure Statement”) no later than April 15, 2019 (the “Petition Date”); (ii) obtain entry of an order by the Bankruptcy Court approving the use of cash collateral no later than April 18, 2019; (iii) obtain entry of an order by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) no later than May 7, 2019; and (iii) cause the Plan to become effective no later than 14 days after entry of the Confirmation Order.

The RSA contains certain covenants on the part of each of the Debtors and the Consenting Stakeholders, including commitments by the Consenting Stakeholders to vote in favor of the Plan, and commitments of the Debtors and the Consenting Stakeholders to negotiate in good faith to finalize the documents and agreements governing the Restructuring. The RSA also provides for certain conditions to the obligations of the parties and for termination upon the occurrence of certain events, including without limitation, the failure to achieve certain milestones and certain breaches by the parties under the RSA.

A copy of the RSA is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the RSA is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the RSA.

Proposed Pre-Packaged Chapter 11 Restructuring

Pursuant to the RSA, the Debtors commenced the solicitation of votes on the Plan on April 3, 2019, by causing the Plan and the Disclosure Statement to be distributed to certain creditors of the Debtors that are “accredited investors” (as defined in Regulation D of the Securities Act of 1933, as amended). The Plan, which remains subject to the Debtors’ commencement of the Chapter 11 Cases, confirmation by the Bankruptcy Court, and other closing conditions, provides that, among other things, on the effective date of the Plan (the “Effective Date”), subject to the occurrence and completion of certain structuring steps:

· First Lien Noteholders will receive their pro rata share of 96% of the new common stock (subject to dilution) in the new, reorganized company (the “New Common Equity”);

· Unsecured Noteholders will receive their pro rata share of (a) 4% of the New Common Equity (subject to dilution) and (b) the warrants to purchase 15% of the New Common Equity;

· holders of claims arising from commodity hedge transactions will receive cash or otherwise so as to render such claims unimpaired;

· holders of claims arising from general unsecured obligations against the Debtors other than claims against JEI and Jones Energy Intermediate, LLC (“JEI Intermediate”), will be paid in cash or have such claims reinstated;

· holders of claims arising from general unsecured obligations against JEI and/or JEI Intermediate will receive $0; and

· holders of JEI’s existing Class A common stock and/or Series A perpetual convertible preferred stock will not receive any distribution on account of such interests, which will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect.

Exit Financing

In addition, as part of the RSA, certain Consenting Parties and/or their affiliates have agreed to provide, on a committed basis, JEH with an exit financing term loan facility (the “Exit Facility”) on the terms set forth in the term sheet attached to the RSA (the “Exit Facility Term Sheet”). The Exit Facility Term Sheet provides for, among other things, post-emergence financing in the form of a senior secured delayed draw term loan facility in an aggregate principal amount of up to $20 million. Any loans drawn under the Exit Facility will be non-amortizing.

The RSA also provides flexibility for the Debtors to obtain alternative exit financing in lieu of the Exit Facility during the chapter 11 process through the Effective Date, in an aggregate principal amount of up to $150.0 million (the “Alternative Exit Facility”).

The effectiveness of the Exit Facility or the Alternative Exit Facility, as applicable, will be subject to customary closing conditions and approval by the Bankruptcy Court, which has not been obtained at this time. The foregoing description of the Exit Facility Term Sheet does not purport to be complete and is qualified in its entirety by reference to the final, executed documents memorializing the Exit Facility and, if applicable, the Alternative Exit Facility, as approved by the Bankruptcy Court.

Although the Debtors intend to pursue the restructuring in accordance with the terms set forth in the RSA, there can be no assurance that the Debtors will be successful in completing a restructuring or any other similar transaction on the terms set forth in the RSA, on different terms or at all.

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

Thomas Hester First Amended and Restated Employment ~~Agreements~~Agreement

On April 2, 2019, Jones Energy, LLC, a wholly owned subsidiary of JEI, entered into a First Amended and Restated Employment Agreement (the “Restated Hester Agreement”) with Mr. Thomas Hester in his capacity as JEI’s Chief Financial Officer which amended and restated the Employment Agreement entered into with Mr. Hester on February 27, 2019 (the “Original Hester Agreement”) to, among other things, amend certain of the severance arrangements, termination provisions and the change of control provision in the Original Hester Agreement, as further described below.

As previously disclosed, on January 14, 2019, the Company entered into a severance agreement with Mr. Thomas Hester (the “Original Hester Severance Agreement”). On February 27, 2019, Jones Energy, LLC, a wholly owned subsidiary of the Company, and Mr. Hester, in his capacity as the Company’s Chief Financial Officer, entered into an Employment Agreement (the “Hester Employment Agreement”) which superseded the Original Hester Severance Agreement.

The Hester Employment Agreement provides that Mr. Hester will receive an annualized base salary of $378,000. In addition, Mr. Hester will (i) be entitled to annual discretionary incentive payments under the Company’s annual bonus plan based on a target bonus of 80% of his base salary upon the attainment of specified performance goals established by the Board or the Compensation Committee, in its sole discretion and (ii) be eligible to participate in any future Management Incentive Plan established by the Company.

Pursuant to the Hester Employment Agreement, in the event Mr. Hester’s employment is terminated (except in the context of a Change of Control as defined in the Hester Employment Agreement) (i) by the Company without Cause (as defined in the Hester Employment Agreement), (ii) by Mr. Hester for Good Reason (as defined in the Hester Employment Agreement) or (iii) as a result of the Company’s non-extension of the term of his employment, (a) the Company will pay Mr. Hester a pro-rata portion of his annual bonus for the fiscal year in which the termination occurs, (b) the Company will pay Mr. Hester an amount equal to his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (c) the Company will pay Mr. Hester an amount equal to his Accrued Benefits (as defined in the Hester Employment Agreement) and (d) if Mr. Hester elects to receive continued coverage under a group health plan of the Company, the Company will reimburse any portion of such premiums that exceeds the amount Mr. Hester would have paid if he were an employee of the Company for a period of up to 12 months following such termination. In the event Mr. Hester’s employment is terminated (i) by the Company without Cause or by Mr. Hester for Good Reason during the twelve months immediately following the occurrence of a Change of Control or (ii) by the Company without Cause within the three months prior to the occurrence of a Change of Control, Mr. Hester would be entitled to (a) an amount equal to two times his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (b) an amount equal to the pro-rata portion of Mr. Hester’s annual bonus for the fiscal year in which such termination occurs, subject to certain conditions and (c) an amount equal to Mr. Hester’s Accrued Benefits.

The Hester Employment Agreement also includes certain confidentiality provisions that apply indefinitely and certain noncompetition and non-solicitation covenants that apply during the period of Mr. Hester’s employment with the Company and for up to one year thereafter. Unless terminated earlier in accordance with its terms, the Hester Employment Agreement will continue for an initial term of two years. In addition, on each anniversary following the initial term, unless the Hester Employment Agreement has been terminated, the term of the Hester Employment Agreement will automatically be extended for an additional year unless either party provides written notice of non-renewal at least 120 days prior to such anniversary.

The summary of the Hester Employment Agreement set forth under this Item 5.02 is qualified in its entirety by reference to the complete terms and conditions of the Hester Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Kirk Goehring Employment Agreement

As previously disclosed, on January 14, 2019, the Company entered into a severance agreement with Mr. Kirk Goehring (the “Original Goehring Severance Agreement”). On February 27, 2019, Jones Energy, LLC and Mr. Goehring, in his capacity as the Company’s Chief Operating Officer, entered into an Employment Agreement (the “Goehring Employment Agreement”) which superseded the Original Goehring Severance Agreement.

The Goehring Employment Agreement provides that Mr. Goehring will receive an annualized base salary of $425,000. In addition, Mr. Goehring will (i) be entitled to annual discretionary incentive payments under the Company’s annual bonus plan based on a target bonus of 80% of his base salary upon the attainment of specified performance goals established by the Board or the Compensation Committee, in its sole discretion and (ii) be eligible to participate in any future Management Incentive Plan established by the Company.

Pursuant to the Goehring Employment Agreement, in the event Mr. Goehring’s employment is terminated (except in the context of a Change of Control as defined in the Goehring Employment Agreement) (i) by the Company without Cause (as defined in the Goehring Employment Agreement), (ii) by Mr. Goehring for Good Reason (as defined in the Goehring Employment Agreement) or (iii) as a result of the Company’s non-extension of the term of his employment, (a) the Company will pay Mr. Goehring a pro-rata portion of his annual bonus for the fiscal year in which the termination occurs, (b) the Company will pay Mr. Goehring an amount equal to his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (c) the Company will pay Mr. Goehring an amount equal to his Accrued Benefits (as defined in the Goehring Employment Agreement) and (d) if Mr. Goehring elects to receive continued coverage under a group health plan of the Company, the Company will reimburse any portion of such premiums that exceeds the amount Mr. Goehring would have paid if he were an employee of the Company for a period of up to 12 months following such termination. In the event Mr. Goehring’s employment is terminated (i) by the Company without Cause or by Mr. Goehring for Good Reason during the twelve months immediately following the occurrence of a Change of Control or (ii) by the Company without Cause within the three months prior to the occurrence of a Change of Control, Mr. Goehring would be entitled to (a) an amount equal to two times his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (b) an amount equal to the pro-rata portion of Mr. Goehring’s annual bonus for the fiscal year in which such termination occurs, subject to certain conditions and (c) an amount equal to Mr. Goehring’s Accrued Benefits.

The Goehring Employment Agreement also includes certain confidentiality provisions that apply indefinitely and certain noncompetition and non-solicitation covenants that apply during the period of Mr. Goehring’s employment with the Company and for up to one year thereafter. Unless terminated earlier in accordance with its terms, the Goehring Employment Agreement will continue for an initial term of two years. In addition, on each anniversary following the initial term, unless the Goehring Employment Agreement has been terminated, the term of the Goehring Employment Agreement will automatically be extended for an additional year unless either party provides written notice of non-renewal at least 120 days prior to such anniversary.

The summary of the Goehring Employment Agreement set forth under this Item 5.02 is qualified in its entirety by reference to the complete terms and conditions of the Goehring Employment Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Carl F. Giesler, Jr. Third Amended and Restated Employment Agreement

On February 27, 2019, Jones Energy, LLC entered into a Third Amended and Restated Employment Agreement (the “Third Restated Employment Agreement”) with Mr. Carl F. Giesler, Jr., in his capacity as the Company’s Chief Executive Officer, which amended and restated the second amended and restated employment agreement entered into with Mr. Giesler on January 14, 2019 (the “Second Restated Employment Agreement”) to, among other things, amend certain of Mr. Giesler’s severance arrangements and certain restrictive covenants to align with the terms of Hester Employment Agreement and Goehring Employment Agreement, as further described below.

The Third Restated Employment Agreement amends Mr. Giesler’s severance arrangements such that, in the event Mr. Giesler’s employment is terminated (except in the context of a Change of Control as defined in the Third Restated Employment Agreement) (i) by the Company without Cause (as defined in the Third Restated Employment Agreement), (ii) by Mr. Giesler for Good Reason (as defined in the Third Restated Employment Agreement) or (iii) as a result of the Company’s non-extension of the term of his employment, the Company will pay Mr. Giesler (a) a pro-rata portion of his annual bonus for the fiscal year in which the termination occurs, (b) an amount equal to two times Mr. Giesler’s base salary and target bonus for the calendar year during which his termination occurs, (c) the Company will pay Mr. Giesler an amount equal to his Accrued Benefits (as defined in the Third Restated Employment Agreement) and (d) if Mr. Giesler elects to receive continued coverage under a group health plan of

~~the~~The ~~Company,~~Restated ~~the~~Hester ~~Company~~Agreement ~~will~~amends ~~reimburse~~Mr. Hester’s ~~any~~severance ~~portion~~arrangements of such ~~premiums~~ that, ~~exceeds~~in the ~~amount~~event Mr. ~~Giesler~~Hester’s ~~would~~employment ~~have~~is ~~paid~~terminated ifon heor ~~were~~after ~~an employee of~~ the ~~Company~~181st ~~for~~day aafter ~~period~~the ofEffective upDate to(except 12in ~~months~~the ~~following~~context ~~such~~of ~~termination,~~a ~~subject~~Change toof ~~certain~~Control ~~conditions.~~as Indefined in the ~~event~~Restated ~~Mr. Giesler’s~~Hester ~~employment~~Agreement) ~~is terminated~~ (i) by ~~the~~JEI ~~Company~~ without Cause or(as defined in the Restated Hester Agreement), (ii) by Mr. ~~Giesler~~Hester for Good Reason ~~during~~(as defined in the ~~twelve~~Restated ~~months~~Hester ~~immediately~~Agreement) ~~following~~or ~~the~~(iii) as ~~occurrence~~a result of aJEI’s ~~Change~~non-extension of ~~Control~~the orterm of his employment (iia) byJEI ~~the~~will ~~Company~~pay ~~without~~Mr. Hester ~~Cause~~a ~~within~~pro-rata ~~the~~portion ~~three~~of ~~months~~his ~~prior~~incentive tobonus for the ~~occurrence~~performance ofperiod ain ~~Change~~which ofthe ~~Control~~termination occurs, ~~Mr.~~(b) ~~Giesler~~JEI ~~would~~will bepay ~~entitled~~Mr. Hester ~~to (a)~~ an amount equal to ~~three times~~ his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (bc) JEI will pay Mr. Hester an amount equal to his Accrued Benefits (as defined in the ~~pro-rata~~Restated ~~portion~~Hester ofAgreement) Mrand (d) the Cobra Benefits (as defined in the Restated Hester Agreement). ~~Giesler~~There have been no changes made to Mr. Hester’s ~~annual~~severance ~~bonus~~arrangement ~~for~~in the ~~fiscal~~event ~~year~~of ina ~~which~~Change ~~such~~of ~~termination~~Control. ~~occurs~~However, ~~subject~~the toRestated ~~certain~~Hester ~~conditions~~Agreement ~~and~~provides that the definition of Change of Control does not include (ci) a anconsummation ~~amount~~of ~~equal~~the Plan or (ii) any transaction that is either consummated within the 90 days period following the Effective Date or consummated later pursuant to ~~Mr.~~definitive ~~Giesler’s~~documentation ~~Accrued~~entered ~~Benefits~~into by JEI during such 90-day period.

The ~~Third~~ Restated ~~Employment~~Hester Agreement also amends Mr. Hester’s severance arrangements such that, in the ~~non-solicitation~~event ~~and~~Mr. Hester ~~non~~(i) voluntarily resigns from JEI during the 30-~~disparagement~~day ~~covenants~~period tobeginning ~~apply~~on the 60th day following the Effective Date or (ii) is terminated by JEI for ~~one~~a ~~year~~reason ~~after~~other than Cause (excluding a termination as a result of his death or disability) during the 90-day period offollowing the Effective Date, Mr. ~~Giesler’s~~Hester ~~employment~~will ~~with~~be entitled to receive (a) a lump sum payment in the ~~Company.~~amount Inof ~~addition~~$375,000 within the ~~Third~~first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Restated ~~Employment~~Hester Agreement. ~~amends~~In the ~~notice~~event ~~period~~Mr. Hester voluntarily resigns from JEI or is terminated by JEI for ~~either~~a ~~party~~reason toother ~~provide~~than ~~written~~Cause ~~notice~~(excluding a termination as a result of ~~non-renewal~~his ~~from~~death 90or todisability) ~~120~~during ~~days~~the ~~prior~~period tobetween the ~~expiration~~91st day after the Effective Date and the 180th day after the Effective Date, Mr. Hester ~~Other~~will ~~than~~be entitled to receive (a) a lump sum payment in the ~~changes~~amount ~~described~~of ~~above~~$525,000 within the ~~Third~~first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Restated ~~Employment~~Hester Agreement. isIn ~~substantially~~the ~~identical~~case toof ~~the~~a ~~Second~~termination as described in this paragraph, the Restated Hester Agreement also provides for the post-termination non-competition period to be shortened by either 6 or 9 months.

~~The~~Kirk ~~summary~~Goehring ofFirst ~~the~~Amended ~~Third Restated Employment Agreement set forth under this Item 5.02 is qualified in its entirety by reference to the complete terms~~ and ~~conditions of the Third~~ Restated Employment Agreement~~, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.~~

~~Prepaid~~On ~~Retention~~April 2, ~~Program~~2019, Jones Energy, LLC, a wholly owned subsidiary of JEI, entered into a First Amended and Restated Employment Agreement (the “Restated Goehring Agreement”) with Mr. Kirk Goehring in his capacity as JEI’s Chief Operating Officer which amended and restated the Employment Agreement entered into with Mr. Goehring on February 27, 2019 (the “Original Goehring Agreement”) to, among other things, amend certain of the severance arrangements, termination provisions and the change of control provision of the Original Goehring Agreement, as further described below.

OnThe ~~February 22,~~Restated ~~2019,~~Goehring ~~the~~Agreement ~~Compensation~~amends ~~Committee~~Mr. Goehring’s ~~recommended~~severance arrangements such that, ~~and~~in the ~~Board~~event ofMr. Goehring’s ~~Directors~~employment ~~approved,~~is aterminated ~~prepaid~~on ~~retention~~or ~~program~~after ~~for~~the ~~its~~181st ~~executive~~day ~~officers~~after ~~that~~the ~~replaces~~Effective ~~the~~Date ~~Company’s~~(except ~~existing~~in ~~long-term~~the ~~incentive~~context ~~plan.~~of ~~The~~a ~~prepaid~~Change ~~retention~~of ~~program~~Control ~~includes~~as ~~retention~~defined ~~payments~~in tothe ~~each~~Restated ofGoehring ~~the~~Agreement) ~~Company’s~~(i) by ~~executive~~JEI ~~officers,~~without ~~the~~Cause ~~terms~~(as ofdefined ~~which~~in ~~will~~the beRestated ~~governed~~Goehring Agreement), (ii) by ~~the~~Mr. Goehring ~~applicable~~for ~~letter~~Good ~~agreement~~Reason (as defined in the ~~“Letter~~Restated Goehring Agreement”)~~. The~~ ~~Board~~or (iii) as a result of ~~Directors~~JEI’s ~~approved~~non-extension of the ~~form~~term of ~~Letter~~his ~~Agreement~~employment ~~and~~(a) JEI ~~the~~will ~~eligible~~pay ~~executive~~Mr. Goehring ~~officers~~a ~~anticipate~~pro-rata ~~executing~~portion of his incentive bonus for the ~~Letter~~performance ~~Agreement~~period in which the ~~near-term. The~~termination ~~retention~~occurs, ~~payments~~(b) JEI will bepay ~~paid~~Mr. Goehring inan ~~lump~~amount ~~sum~~equal into ~~cash~~his inbase ~~connection~~salary ~~with~~and ~~the~~target ~~execution~~bonus offor the ~~Letter~~calendar ~~Agreement~~year ~~and~~during ~~will~~which ~~total~~his ~~approximately~~termination ~~150%~~occurs, ofsubject ~~base~~to ~~salary~~certain ~~for~~conditions, ~~Messrs~~(c) JEI will pay Mr. ~~Hester~~Goehring ~~and~~an amount equal to his Accrued Benefits (as defined in the Restated Goehring Agreement) and ~~approximately~~(d) the ~~200%~~Cobra ofBenefits ~~base~~(as ~~salary~~defined ~~for~~in Mrthe Restated Goehring Agreement). ~~Giesler. In~~ ~~the~~There ~~event~~have ~~that~~been anno ~~executive~~changes made to Mr. Goehring’s ~~employment~~severance isarrangement ~~terminated~~in ~~within~~the ~~twelve~~event ~~months~~of a Change of Control. However, the ~~retention~~Restated ~~payment,~~Goehring ~~other~~Agreement ~~than~~provides bythat ~~reason~~the definition of aChange ~~Qualifying~~of ~~Termination~~Control does not include (asi) a ~~defined~~consummation inof the ~~Letter~~Plan ~~Agreement~~or (ii), any ~~such~~transaction ~~executive~~that ~~will~~is beeither ~~required~~consummated towithin ~~repay~~the 90 days period following the ~~retention~~Effective ~~payment~~Date or consummated later pursuant to definitive documentation entered into by JEI during such 90-day period.

The ~~summary~~Restated ofGoehring ~~the~~Agreement ~~payments~~also ~~under~~amends ~~the~~Mr. Goehring’s ~~prepaid~~severance ~~retention~~arrangements ~~program~~such ~~set~~that, ~~forth~~in ~~under~~the ~~this~~event ~~Item 5~~Mr.02 Goehring is(i) voluntarily ~~qualified~~resigns infrom ~~its~~JEI ~~entirety~~during bythe ~~reference~~30-day toperiod beginning on the ~~complete~~60th ~~terms~~day ~~and~~following ~~conditions~~the asEffective ~~set~~Date ~~forth~~or in(ii) is ~~the~~terminated ~~form~~by ofJEI ~~Letter~~for ~~Agreement~~a ~~which~~reason isother ~~filed~~than Cause (excluding a termination as ~~Exhibit 10.4~~a toresult ~~this~~of ~~Current~~his ~~Report~~death onor ~~Form 8-K~~disability) ~~and~~during ~~incorporated~~the by90-day ~~reference~~period ~~into~~following ~~this~~the ~~Item 5~~Effective Date, Mr.~~02.~~ Goehring will be entitled to

Key Employee Incentive Plan

On February 22, 2019, the Compensation Committee recommended, and the Board of Directors approved, a key employee incentive plan for its executive officers that provides for quarterly bonus opportunities for the second, third and fourth quarters of 2019 based on the achievement of specified weighted performance criteria, comprised of base production levels, lease operating expense levels, general and administrative expense levels and safety.

The Compensation Committee recommended, and the Board of Directors approved, the following target quarterly bonus opportunities pursuant to the key employee incentive plan for the executive officers, up to 200% of which may be earned per quarter: approximately 27% of base salary for Mr. Giesler, 20% of base salary for Mr. Hester and 20% of base salary for Mr. Goehring.

Acceleration of LTIP Payments

On February 22, 2019, the Compensation Committee recommended, and the Board of Directors approved, the acceleration of outstanding payments to executives that are to be made under the Company’s 2018 Long Term Incentive Plan. Pursuant to such acceleration, and together with the other payments to be made in the ordinary course of business under the 2018 Long Term Incentive Plan, Messrs. Giesler, Hester and Goehring will be paid an aggregate amount of $485,371 (the “LTIP Payments”) on or before April 5, 2019. In the event that an executive’s employment is terminated within

~~twelve~~receive ~~months~~(a) a lump sum payment in the amount of $390,000 within the ~~LTIP~~first ~~Payments~~30 days following such resignation or termination, ~~other~~(b) the ~~than~~Accrued Benefits and (c) the Cobra Benefits as described in the Restated Goehring Agreement. In the event Mr. Goehring voluntarily resigns from JEI or is terminated by JEI for a reason other than Cause (excluding a termination as a result of his death or disability) during the period between the 91st day after the Effective Date and the 180th day after the Effective Date, Mr. Goehring will be entitled to receive (a) a ~~Qualifying~~lump ~~Termination~~sum payment in the amount of $577,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as ~~defined~~described in the ~~Letter~~Restated Goehring Agreement). In the case of a termination as described in this paragraph, ~~such~~the ~~executive~~Restated ~~will~~Goehring beAgreement ~~required~~also toprovides ~~repay~~for the ~~any~~post-termination ~~LTIP~~non-competition ~~Payments~~period ~~that~~to ~~have~~be ~~been~~shortened ~~accelerated~~by either 6 or 9 months.

~~Acceleration~~Carl ofF. ~~STIP~~Giesler, Jr. ~~Payments~~Fourth Amended and Restated Employment Agreement

On ~~February~~April 222, 2019, ~~the~~Jones ~~Compensation~~Energy, ~~Committee~~LLC, ~~approved~~a ~~the~~wholly ~~acceleration~~owned subsidiary of ~~(i) any~~JEI, ~~outstanding~~entered ~~payments~~into ~~that~~a ~~are~~Fourth toAmended beand ~~made~~Restated ~~under~~Employment ~~the~~Agreement ~~Company’s 2018 Short Term Incentive Plan~~ (the “~~STIP~~Fourth Restated Giesler Agreement”) ~~and~~with ~~(ii)~~Mr. ~~any~~Carl ~~payments~~F. toGiesler, Jr. bein ~~made~~his ~~under~~capacity ~~the~~as ~~Company~~JEI’s ~~2019~~Chief ~~Short~~Executive ~~Term~~Officer ~~Incentive~~which ~~Plan~~amended ~~for~~and ~~the~~restated ~~first quarter of 2019 (~~the ~~“Q1~~Third ~~2019~~Amended ~~Payment”). In~~and ~~the~~Restated ~~event~~Employment ~~that~~Agreement anentered ~~executive’s~~into ~~employment~~with isMr. Giesler ~~terminated~~on ~~within~~February 27, ~~twelve months of the Q1~~ 2019 ~~Payment, other than by reason of a Qualifying Termination~~ (asthe ~~defined~~“Third inRestated ~~the~~Giesler ~~Letter~~ Agreement”), ~~such executive will be required~~ to ~~repay the Q1 2019 Payment. Messrs. Giesler~~, ~~Hester~~among ~~and~~other ~~Goehring will be paid an aggregate amount of $432~~things,~~225~~ onamend ~~account~~certain of the ~~STIP~~severance ~~and Q1 2019 Payment~~arrangements, ~~including~~termination ~~the~~provisions ~~payments~~and ~~to be accelerated (~~the “change ~~STIP~~of ~~and~~control Q1provision ~~2019~~of ~~Payments”).~~the ~~The~~Third ~~STIP~~Restated ~~and~~Giesler Q1Agreement, ~~2019~~as ~~Payments~~further ~~will~~described ~~be made on or before April 5, 2019~~below.

~~Consulting~~The Fourth Restated Giesler Agreement amends Mr. Giesler’s severance arrangements such that, in the event Mr. Giesler’s employment is terminated on or after the 181st day after the Effective Date (except in the context of a Change of Control as defined in the Fourth Restated Giesler Agreement) (i) by JEI without Cause (as defined in the Fourth Restated Giesler Agreement), (ii) by Mr. Giesler for Good Reason (as defined in the Fourth Restated Giesler Agreement) or (iii) as a result of JEI’s non-extension of the term of his employment (a) JEI will pay Mr. Giesler a pro-rata portion of his incentive bonus for the performance period in which the termination occurs, (b) JEI will pay Mr. Giesler an amount equal to his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (c) JEI will pay Mr. Giesler an amount equal to his Accrued Benefits (as defined in the Fourth Restated Giesler Agreement) and (d) the Cobra Benefits (as defined in the Fourth Restated Giesler Agreement). There have been no changes made to Mr. Giesler’s severance arrangement in the event of a Change of Control. However, the Fourth Restated Giesler Agreement provides that the definition of Change of Control does not include (i) a consummation of the Plan or (ii) any transaction that is either consummated within the 90 days period following the Effective Date or consummated later pursuant to definitive documentation entered into by JEI during such 90-day period.

AsThe ~~previously~~Fourth ~~disclosed,~~Restated onGiesler ~~January~~Agreement also amends Mr. ~~10,~~Giesler’s ~~2019~~severance arrangements such that, ~~Jeff~~in ~~Tanner~~the ~~was~~event ~~transitioned~~Mr. Giesler ~~from~~(i) voluntarily ~~his~~resigns ~~role~~from asJEI anduring ~~Executive~~the ~~Vice~~30-day ~~President~~period ~~and~~beginning ~~Chief~~on ~~Operating~~the ~~Officer~~60th today following the ~~non-executive~~Effective ~~role~~Date ofor ~~Executive~~(ii) is ~~Vice~~terminated ~~President~~by JEI for a reason other than Cause (excluding a termination as a result of ~~Geosciences.~~his death or disability) during the 90-day period following the Effective Date, Mr. ~~Tanner~~Giesler will ~~continue~~be entitled to ~~work~~receive ~~for~~(a) a lump sum payment in the ~~Company~~amount of $990,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in ~~this~~the ~~new~~Fourth ~~position~~Restated ~~until~~Giesler ~~March~~Agreement. In the event Mr. 7,Giesler ~~2019~~voluntarily resigns from JEI or is terminated by JEI for a reason other than Cause (excluding a termination as a result of his death or disability) during the ~~“Separation~~period between the 91st day after the Effective Date”) and the 180th day after ~~which~~the Effective Date, Mr. ~~Tanner~~Giesler will nobe ~~longer~~entitled to receive (a) a lump sum payment in the amount of $1,485,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Fourth Restated Giesler Agreement. In the case of a termination as described in this paragraph, the Fourth Restated Giesler Agreement also provides for the post-termination non-competition period to be ~~employed~~shortened by ~~the~~either ~~Company~~6 or 9 months.

~~Beginning~~Copies onof the ~~Separation~~Restated ~~Date~~Hester ~~and~~Agreement, ~~ending~~the onRestated ~~November 30,~~Goehring ~~2019~~Agreement, inand ~~order~~the toFourth ~~assist~~Restated ~~the~~Giesler ~~Company~~Agreement inare ~~the~~attached ~~transition~~hereto ofas ~~his~~Exhibits ~~duties~~10.2, Mr10. ~~Tanner~~3 ~~has~~and ~~agreed~~10.4, respectively, to ~~assist~~this ~~the~~Current ~~Company’s~~Report ~~Chief~~on ~~Operating~~Form 8-K ~~Officer~~ and ~~any~~are ~~other~~incorporated ~~employees designated~~ by ~~the~~reference ~~Chief~~herein. ~~Executive~~The ~~Officer~~foregoing descriptions of the ~~Company~~Restated ~~pursuant~~Hester ~~to a Consulting~~ Agreement ~~dated February 22~~, ~~2019 (~~the ~~“Tanner~~Restated ~~Consulting~~Goehring Agreement~~”). Pursuant to the Tanner Consulting Agreement~~, ~~Mr. Tanner~~and ~~shall provide~~ the ~~consulting~~Fourth ~~services~~Restated inGiesler ~~exchange~~Agreement ~~for~~are only a ~~monthly fee of $44~~summary,~~666.66.~~ ~~The~~does ~~Tanner~~not ~~Consulting~~purport ~~Agreement~~to ~~may~~ be ~~terminated~~complete, byand ~~the~~is ~~Company~~qualified atin ~~any~~its ~~time~~entirety ~~for~~by ~~Cause~~reference ~~(as~~to ~~defined~~such ~~in the Tanner Consulting Agreement)~~agreements.

~~The summary of the Tanner Consulting Agreement set forth under this Item~~ 5.02 is qualified in its entirety by reference to the complete terms and conditions as set forth in the Tanner Consulting Agreement which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 97.01. ~~Financial~~Regulation ~~Statements~~FD ~~and Exhibits~~Disclosure.

~~(d) Exhibits~~Press Release

Exhibit No.		Description
10.1		Employment Agreement, dated February 27, 2019, between Jones Energy, LLC and Thomas Hester.
10.2		Employment Agreement, dated February 27, 2019, between Jones Energy, LLC and Kirk Goehring.
10.3		Third Amended and Restated Employment Agreement, dated February 27, 2019, between Jones Energy, LLC and Carl F. Giesler, Jr.
10.4		Form of Letter Agreement.
10.5		Consulting Agreement, dated February 22, 2019, between Jeff Tanner and Jones Energy, Inc.
99.1		Press release dated February 27, 2019.

On April 3, 2019, JEI issued a press release announcing the signing of the RSA and the solicitation of votes relating to the Plan, as described in Item 1.01. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

5Disclosure Pursuant to Confidentiality Agreements

~~SIGNATURE~~As previously disclosed, JEI and its advisors have been engaged in discussions with certain beneficial holders of the Debtor’s funded debt and equity (the “Holders”) regarding a potential transaction addressing the Debtor’s debt and equity (the “Potential Transaction”). To facilitate such discussions, JEI entered into confidentiality agreements (the “NDAs”) with the Holders.

Pursuant to the ~~requirements~~NDAs, ofJEI agreed to disclose publicly certain information, including any material non-public information disclosure by JEI (the ~~Securities~~“Cleansing ~~Exchange~~Materials”), ~~Act~~upon the occurrence of ~~1934,~~certain events set forth in the ~~registrant~~NDAs. ~~has~~The ~~duly~~information ~~caused~~included in this ~~report~~Current toReport beon ~~signed~~Form 8-K onand ~~its~~attached ~~behalf~~hereto byas ~~the~~Exhibit 99.2 ~~undersigned~~is ~~hereunto~~being ~~duly~~furnished ~~authorized~~to satisfy JEI’s public disclosure obligations under the NDA.

~~Date:~~Disclosure ~~February 27, 2019~~Statement

~~JONES~~As ~~ENERGY~~described above, ~~INC.~~the ~~By:~~Disclosure ~~/s/~~Statement ~~Carl~~will F.be ~~Giesler~~distributed to certain creditors of the Debtors on April 3, Jr2019. ~~Name:~~A ~~Carl~~copy F.of ~~Giesler,~~the JrDisclosure Statement is being furnished as Exhibit 99.3 ~~Title:~~and ~~Chief~~is ~~Executive~~incorporated ~~Officer~~into this Item 7.01 by reference.

6The information furnished pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibits 99.1, 99.2, and 99.3 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. You should not assume that the information contained in this Current Report on Form 8-K or the accompanying Exhibits is accurate as of any date other than the date of each such document. Our business, financial condition, results of operations, prospects and the assumptions that were utilized may have changed since those dates.

Item 8.01 Other Events.

JEI cautions that trading in JEI’s securities during the pendency of the anticipated Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for JEI’s securities may bear little or no relationship to the actual recovery, if any, by holders of JEI’s securities in the anticipated Chapter 11 Cases.

Forward-Looking Statements

The information in this Current Report on Form 8-K includes “forward-looking statements.” All statements, other than statements of historical fact included in this report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, actions and developments.

These forward-looking statements relate, in part, to (i) JEI’s ability to obtain approval by the Bankruptcy Court of the Plan or any other plan of reorganization, including the treatment of the claims of JEI’s lenders and trade

creditors, among others; (ii) JEI’s ability to obtain approval with respect to motions in the Chapter 11 Cases and the Bankruptcy Court’s rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; (iii) the length of time the Debtors will operate under the Chapter 11 Cases; (iv) risks associated with third-party motions in the Chapter 11 Cases, which may interfere with the Debtors’ ability to develop and consummate the Plan or other plan of reorganization; (v) the potential adverse effects of the Chapter 11 Cases on the Debtors’ liquidity, results of operations or business prospects; (vi) the ability to execute JEI’s business and restructuring plan; (vii) increased legal and advisor costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; and (viii) other factors disclosed by JEI from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in JEI’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Restructuring Support Agreement, dated as of April 2, 2019, among the Debtors and the Consenting Stakeholders.
10.2		First Amended and Restated Employment Agreement, dated April 2, 2019, between Jones Energy, LLC and Thomas Hester.
10.3		First Amended and Restated Employment Agreement, dated April 2, 2019, between Jones Energy, LLC and Kirk Goehring.
10.4		Fourth Amended and Restated Employment Agreement, dated April 2, 2019, between Jones Energy, LLC and Carl F. Giesler, Jr.
99.1		Press Release dated April 3, 2019.
99.2		Cleansing Materials.
99.3		Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of Jones Energy, Inc. and its Debtor Affiliates.

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: April 3, 2019	By:	/s/ Carl F. Giesler, Jr.
		Carl F. Giesler, Jr.
		Chief Executive Officer

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