MGY

SEC source: 0000903423-18-000649 · macdougall.xml · derivative · entry 2

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,408,290

Underlying: Class A Common Stock · 1,408,290 shares

Expires 2023-07-31

F1 · kind: Effective December 21, 2018, TPG Pace Energy Sponsor, LLC distributed, in accordance with its limited liability company agreement, all of its shares of Class A common stock of Magnolia Oil & Gas Corporation and all of its warrants pro rata to its members, including Mr. Michael MacDougall.

F1 · price: Effective December 21, 2018, TPG Pace Energy Sponsor, LLC distributed, in accordance with its limited liability company agreement, all of its shares of Class A common stock of Magnolia Oil & Gas Corporation and all of its warrants pro rata to its members, including Mr. Michael MacDougall.

F2 · ownership.nature: Held through a personal vehicle.

SEC source: 0001209191-18-063006 · doc4.xml · derivative · entry 4

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 151,952.33

Underlying: Class A Common Stock · 20,000 shares

Expires 2023-07-31

F5 · price: On December 14, 2018, Mr. Chazen acquired 20,000 of the issuer's publicly traded warrants in multiple transactions, each at a price of $2.95 per warrant.

SEC source: 0001209191-18-063006 · doc4.xml · nonDerivative · entry 2

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,787,783

F3 · price: On December 14, 2018, Mr. Chazen acquired, at a weighted average price of $11.09662 per share, 45,000 shares of the issuer's Class A common stock. Such shares were purchased in multiple transactions at prices ranging from $11.00 to $11.20, inclusive.

SEC source: 0001209191-18-063005 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 120,000

SEC source: 0001209191-18-063006 · doc4.xml · derivative · entry 3

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 131,952.33

Underlying: Class A Common Stock · 10,000 shares

Expires 2023-07-31

F4 · price: On December 13, 2018, Mr. Chazen acquired, at a weighted average price of $2.985 per warrant, 10,000 of the issuer's publicly traded warrants. Such warrants were purchased in multiple transactions at prices ranging from $2.97 to $3.00, inclusive.

SEC source: 0001209191-18-063006 · doc4.xml · nonDerivative · entry 1

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,742,783

F1 · price: On December 13, 2018, Mr. Chazen acquired, at a weighted average price of $11.195187 per share, 20,000 shares of the issuer's Class A common stock. Such shares were purchased in multiple transactions at prices ranging from $11.1319 to $11.30, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares or warrants, as applicable, acquired at each separate price within the ranges set forth in footnotes (1), (3) and (4) to this Form 4.

F2 · balance_after: On September 17, 2018, Mr. Chazen filed a Form 4 that inadvertently reported that, following his purchase of 10,000 shares of the issuer's Class A common stock, he owned 1,700,931 shares. In fact, Mr. Chazen directly owned 1,722,783 shares of the issuer's Class A common stock. Following his purchase of an aggregate of 20,000 shares of the issuer's Class A common stock on December 13, 2018, he owned 1,742,783 shares.

SEC source: 0000899243-18-028031 · doc4.xml · nonDerivative · entry 1

Millican Steve · CIK 0001757696 · SVP- Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 137,500

F1 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A common stock of Magnolia Oil & Gas Corporation (the "Company"). On November 1, 2018 the Company granted Mr. Millican an award of 55,000 RSUs (the "First Award") and an award of 82,500 RSUs (the "Second Award"). One-third of the RSUs subject to the First Award will vest on the first three anniversaries of the date of grant and the RSUs subject to the Second Award will vest in full on the third anniversary of the date of grant, in each case, subject to Mr. Millican's continued employment through each such vesting date.

SEC source: 0001144204-18-053020 · tv504519_form4.xml · derivative · entry 2

EnerVest, Ltd. · CIK 0001375345 · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 93,346,725

Underlying: Class A Common Stock · 93,346,725 shares

Expires not disclosed

F6 · derivative.exercise_price: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · shares: Represents (i) 1,924,907 shares of Class B Common Stock issued to EV XIV-A, (ii) 20,107 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 357,422 shares of Class B Common Stock issued to EV XIV-2A, (iv) 377,102 shares of Class B Common Stock issued to EV XIV-3A and (v) 215,013 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on October 4, 2018 as a portion of earnout consideration payable in connection with the Business Combination.

F6 · derivative.exercise_date: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F7 · derivative.expiration_date: Not applicable.

F3 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").

F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F8 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F9 · balance_after: EV XIV-A owns of record 61,613,201 shares of Class B Common Stock; EV XIV-2A owns of record 12,176,137 shares of Class B Common Stock; EV XIV-3A owns of record 12,031,193 shares of Class B Common Stock; EV XIV-WIC owns of record 643,646 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,882,548 shares of Class B Common Stock.

F10 · balance_after: Each Record Holder and each of the Non-Fund Entities directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

SEC source: 0001144204-18-053020 · tv504519_form4.xml · nonDerivative · entry 1

EnerVest, Ltd. · CIK 0001375345 · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,383,633

F1 · shares: Represents 1,105,449 shares of the Issuer's Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on October 4, 2018 as a portion of earnout consideration payable in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").

F2 · balance_after: EV XIV-C owns of record 35,383,633 shares of Class A Common Stock.

F3 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").

F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

SEC source: 0001144204-18-053022 · tv504521_form4.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 93,346,725

Underlying: Class A Common Stock · 93,346,725 shares

Expires not disclosed

F7 · derivative.exercise_price: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F6 · shares: Represents (i) 1,924,907 shares of Class B Common Stock issued to EV XIV-A, (ii) 20,107 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 357,422 shares of Class B Common Stock issued to EV XIV-2A, (iv) 377,102 shares of Class B Common Stock issued to EV XIV-3A and (v) 215,013 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on October 4, 2018 as a portion of earnout consideration payable in connection with the Business Combination.

F7 · derivative.exercise_date: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F8 · derivative.expiration_date: Not applicable.

F9 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F10 · balance_after: EV XIV-A owns of record 61,613,201 shares of Class B Common Stock; EV XIV-2A owns of record 12,176,137 shares of Class B Common Stock; EV XIV-3A owns of record 12,031,193 shares of Class B Common Stock; EV XIV-WIC owns of record 643,646 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,882,548 shares of Class B Common Stock.

F3 · ownership.nature: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock. The Issuer has approved the grant of RSUs immediately following the effectiveness of the Issuer's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) his or her ceasing to be a director or service provider to the Issuer or an affiliate of the Issuer or (ii) a change in control, as defined in the Plan.

F4 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001144204-18-053022 · tv504521_form4.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 35,383,633

F1 · shares: Represents 1,105,449 shares of the Issuer's Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on October 4, 2018 as a portion of earnout consideration payable in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").

F2 · balance_after: EV XIV-C owns of record 35,383,633 shares of Class A Common Stock.

F4 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F5 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the shares held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001209191-18-051951 · doc4.xml · derivative · entry 2

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sect.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Class A Common Stock · 100,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Each PSU represents a contingent right to receive 1.5 shares of Class A Common Stock.

F3 · derivative.exercise_date: The Company approved, subject to Mr. Yang commencing employment, which he did on September 20, 2018, an award of PSUs under the Plan. The PSUs will be granted immediately following the Form S-8 Effective Date. Subject to the grantee's continued employment through September 19, 2019 (the "Initial Vesting Date"), and during the period from September 20, 2019 to September 19, 2021 (the "Monthly Vesting Period"), 100% of the PSUs will vest because for 15 days within a period of 20 consecutive trading days from August 1, 2018 to July 31, 2021 (the "Performance Period") the closing price of Class A Common Stock (the "Closing Price") was equal to or greater than $13.00 (the "Target Level"). On the Initial Vesting Date, the grantee will vest in 33,333 PSUs and during the Monthly Vesting Period, the grantee will vest, in 24 substantially equal monthly installments, in a total of 66,667 PSUs.

F4 · derivative.exercise_date: (Continued from Footnote 3) Subject to the grantee's continued employment through September 19, 2021, up to an additional 50,000 PSUs, or up to 150% of PSUs, will vest if for 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $14.00 (the "Maximum Level"). Subject to the grantee's continued employment through September 19, 2021, if the Closing Price is between the Target Level and the Maximum Level for 15 days during any period of 20 consecutive trading days during the Performance Period the percent of PSUs that will vest will be determined using linear interpolation.

F3 · derivative.expiration_date: The Company approved, subject to Mr. Yang commencing employment, which he did on September 20, 2018, an award of PSUs under the Plan. The PSUs will be granted immediately following the Form S-8 Effective Date. Subject to the grantee's continued employment through September 19, 2019 (the "Initial Vesting Date"), and during the period from September 20, 2019 to September 19, 2021 (the "Monthly Vesting Period"), 100% of the PSUs will vest because for 15 days within a period of 20 consecutive trading days from August 1, 2018 to July 31, 2021 (the "Performance Period") the closing price of Class A Common Stock (the "Closing Price") was equal to or greater than $13.00 (the "Target Level"). On the Initial Vesting Date, the grantee will vest in 33,333 PSUs and during the Monthly Vesting Period, the grantee will vest, in 24 substantially equal monthly installments, in a total of 66,667 PSUs.

F4 · derivative.expiration_date: (Continued from Footnote 3) Subject to the grantee's continued employment through September 19, 2021, up to an additional 50,000 PSUs, or up to 150% of PSUs, will vest if for 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $14.00 (the "Maximum Level"). Subject to the grantee's continued employment through September 19, 2021, if the Closing Price is between the Target Level and the Maximum Level for 15 days during any period of 20 consecutive trading days during the Performance Period the percent of PSUs that will vest will be determined using linear interpolation.

SEC source: 0001209191-18-051951 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sect.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

F1 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company approved, subject to Mr. Yang commencing employment, which he did on September 20, 2018, an award of RSUs. The RSUs will be granted immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan (the "Form S-8 Effective Date"). One-third of the RSUs will vest on September 20, 2019 and the remaining two-thirds of the RSUs will vest in 24 substantially equal monthly installments from October 2019 to September 2021.

SEC source: 0001209191-18-063005 · doc4.xml · derivative · entry 3

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 150,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Represents Performance Share Units ("PSUs") previously reported on Table II of Mr. Yang's Form 4 filed on September 21, 2018. The PSUs underlying such shares of the issuer's Class A common stock are no longer subject to performance vesting; however, the PSUs remain subject to the time-based vesting conditions previously disclosed. As such, the 100,000 PSUs initially granted now represent a contingent right to receive 150,000 shares of the issuer's Class A common stock upon satisfaction of the time-based vesting conditions.

F1 · shares: Represents Performance Share Units ("PSUs") previously reported on Table II of Mr. Yang's Form 4 filed on September 21, 2018. The PSUs underlying such shares of the issuer's Class A common stock are no longer subject to performance vesting; however, the PSUs remain subject to the time-based vesting conditions previously disclosed. As such, the 100,000 PSUs initially granted now represent a contingent right to receive 150,000 shares of the issuer's Class A common stock upon satisfaction of the time-based vesting conditions.

F1 · derivative.exercise_date: Represents Performance Share Units ("PSUs") previously reported on Table II of Mr. Yang's Form 4 filed on September 21, 2018. The PSUs underlying such shares of the issuer's Class A common stock are no longer subject to performance vesting; however, the PSUs remain subject to the time-based vesting conditions previously disclosed. As such, the 100,000 PSUs initially granted now represent a contingent right to receive 150,000 shares of the issuer's Class A common stock upon satisfaction of the time-based vesting conditions.

F1 · derivative.expiration_date: Represents Performance Share Units ("PSUs") previously reported on Table II of Mr. Yang's Form 4 filed on September 21, 2018. The PSUs underlying such shares of the issuer's Class A common stock are no longer subject to performance vesting; however, the PSUs remain subject to the time-based vesting conditions previously disclosed. As such, the 100,000 PSUs initially granted now represent a contingent right to receive 150,000 shares of the issuer's Class A common stock upon satisfaction of the time-based vesting conditions.

F1 · derivative.underlying_shares: Represents Performance Share Units ("PSUs") previously reported on Table II of Mr. Yang's Form 4 filed on September 21, 2018. The PSUs underlying such shares of the issuer's Class A common stock are no longer subject to performance vesting; however, the PSUs remain subject to the time-based vesting conditions previously disclosed. As such, the 100,000 PSUs initially granted now represent a contingent right to receive 150,000 shares of the issuer's Class A common stock upon satisfaction of the time-based vesting conditions.

SEC source: 0001209191-18-063005 · doc4.xml · nonDerivative · entry 2

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 270,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Represents Performance Share Units ("PSUs") previously reported on Table II of Mr. Yang's Form 4 filed on September 21, 2018. The PSUs underlying such shares of the issuer's Class A common stock are no longer subject to performance vesting; however, the PSUs remain subject to the time-based vesting conditions previously disclosed. As such, the 100,000 PSUs initially granted now represent a contingent right to receive 150,000 shares of the issuer's Class A common stock upon satisfaction of the time-based vesting conditions.

SEC source: 0001209191-18-051279 · doc4.xml · derivative · entry 2

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 121,952.33

Underlying: Class A Common Stock · 20,900 shares

Expires 2023-07-31

F1 · price: On September 13, 2018, Mr. Chazen acquired, at a weighted average price of $3.99956938 per warrant, 20,900 of the issuer's publicly traded warrants. Such warrants were purchased in multiple transactions at prices ranging from $3.99 to $4.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the range set forth in this footnote (1).

SEC source: 0001209191-18-051279 · doc4.xml · nonDerivative · entry 1

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,700,931

SEC source: 0001144204-18-049234 · tv502780_4.xml · nonDerivative · entry 3

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 160,000

SEC source: 0001209191-18-050535 · doc4.xml · derivative · entry 6

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,052.33

Underlying: Class A Common Stock · 20,000 shares

Expires 2023-07-31

F4 · price: On September 11, 2018, Mr. Chazen acquired, at a weighted average price of $3.85 per warrant, 20,000 of the issuer's publicly traded warrants. Such warrants were purchased in multiple transactions at prices ranging from $3.80 to $3.90, inclusive.

SEC source: 0001209191-18-050535 · doc4.xml · nonDerivative · entry 3

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,712,783

F2 · price: On September 11, 2018, Mr. Chazen acquired, at a weighted average price of $13.74108003 per share, 21,805 shares of the issuer's Class A common stock. Such shares were purchased in multiple transactions at prices ranging from $13.65 to $13.7986, inclusive.

SEC source: 0001144204-18-049234 · tv502780_4.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 110,000

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.65 to $13.84. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.

SEC source: 0001209191-18-050535 · doc4.xml · derivative · entry 5

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,052.33

Underlying: Class A Common Stock · 6,109 shares

Expires 2023-07-31

SEC source: 0001209191-18-050535 · doc4.xml · nonDerivative · entry 2

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,690,978

SEC source: 0001144204-18-049234 · tv502780_4.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 70,000

SEC source: 0001209191-18-050274 · doc4.xml · derivative · entry 2

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,667

Underlying: Class A Common Stock · 1,667 shares

Expires 2023-07-31

SEC source: 0001209191-18-050274 · doc4.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 123,500

SEC source: 0001209191-18-050535 · doc4.xml · derivative · entry 4

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 74,943.33

Underlying: Class A Common Stock · 32,310 shares

Expires 2023-07-31

F3 · price: On September 7, 2018, Mr. Chazen acquired, at a weighted average price of $3.69642526 per warrant, 32,310 of the issuer's publicly traded warrants. Such warrants were purchased in multiple transactions at prices ranging from $3.65 to $3.70, inclusive.

SEC source: 0001209191-18-050535 · doc4.xml · nonDerivative · entry 1

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,690,931

F1 · price: On September 7, 2018, Mr. Chazen acquired, at a weighted average price of $13.33700976 per share, 31,031 shares of the issuer's Class A common stock. Such shares were purchased in multiple transactions at prices ranging from $13.25 to $13.42, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares or warrants, as applicable, acquired at each separate price within the ranges set forth in footnotes (1) through (4) to this Form 4.

SEC source: 0001144204-18-048322 · tv502446_4.xml · derivative · entry 2

EnerVest, Ltd. · CIK 0001375345 · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,452,174

Underlying: Class A Common Stock · Not disclosed shares

Expires not disclosed

F6 · derivative.exercise_price: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · shares: Represents (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on September 4, 2018 as a portion of earnout consideration payable in connection with the Business Combination.

F6 · derivative.exercise_date: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F7 · derivative.expiration_date: Not applicable.

F3 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").

F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F8 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F9 · balance_after: EV XIV-A owns of record 59,688,294 shares of Class B Common Stock; EV XIV-2A owns of record 11,818,715 shares of Class B Common Stock; EV XIV-3A owns of record 11,654,091 shares of Class B Common Stock; EV XIV-WIC owns of record 623,539 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,667,535 shares of Class B Common Stock.

F10 · balance_after: Each Record Holder and each of the Non-Fund Entities directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

SEC source: 0001144204-18-048322 · tv502446_4.xml · nonDerivative · entry 1

EnerVest, Ltd. · CIK 0001375345 · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,278,184

F1 · shares: Represents 1,243,630 shares of the Issuer's Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on September 4, 2018 as a portion of earnout consideration payable in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").

F2 · balance_after: EV XIV-C owns of record 34,278,184 shares of Class A Common Stock.

F3 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").

F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

SEC source: 0001144204-18-048320 · tv502445_4.xml · derivative · entry 3

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 90,452,174

Underlying: Class A Common Stock · 90,452,174 shares

Expires not disclosed

F7 · derivative.exercise_price: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F6 · shares: Represents (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on September 4, 2018 as a portion of earnout consideration payable in connection with the Business Combination.

F7 · derivative.exercise_date: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F8 · derivative.expiration_date: Not applicable.

F9 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F10 · balance_after: EV XIV-A owns of record 59,688,294 shares of Class B Common Stock; EV XIV-2A owns of record 11,818,715 shares of Class B Common Stock; EV XIV-3A owns of record 11,654,091 shares of Class B Common Stock; EV XIV-WIC owns of record 623,539 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,667,535 shares of Class B Common Stock.

F3 · ownership.nature: EV XIV-C owns of record 34,278,184 shares of Class A Common Stock.

F4 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001144204-18-048320 · tv502445_4.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 34,278,184

F1 · shares: Represents 1,243,630 shares of the Issuer's Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on September 4, 2018 as a portion of earnout consideration payable in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").

F3 · balance_after: EV XIV-C owns of record 34,278,184 shares of Class A Common Stock.

F4 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F5 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the shares held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001209191-18-049066 · doc4.xml · nonDerivative · entry 1

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,500

SEC source: 0001209191-18-049104 · doc4.xml · nonDerivative · entry 2

Acosta Arcilia · CIK 0001629039 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 68,950

SEC source: 0001209191-18-049104 · doc4.xml · nonDerivative · entry 1

Acosta Arcilia · CIK 0001629039 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,350

SEC source: 0001209191-18-048358 · doc4.xml · nonDerivative · entry 1

DJEREJIAN EDWARD P · CIK 0001173584 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,000

F1 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) the grantee ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan.

SEC source: 0001209191-18-048362 · doc4.xml · nonDerivative · entry 1

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 108,500

F1 · security: Michael MacDougall is a TPG Partner. TPG is affiliated with TPG Pace Energy Sponsor, LLC, which directly holds an aggregate of 16,090,000 shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of Magnolia Oil & Gas Corporation (the "Company").

F2 · security: Mr. MacDougall disclaims beneficial ownership of all of the securities that are or may be beneficially owned by TPG Pace Energy Sponsor, LLC or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. MacDougall is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such equity securities of the Company for purposes of Section 16 of the Exchange Act or otherwise.

F3 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Company. The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) the grantee ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan.

F4 · ownership.direct: Certain shares of Class A Common Stock may be held through a personal vehicle.

SEC source: 0001144204-18-046326 · tv501696_4.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,000

F2 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock of the "Company. The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) his or her ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan.

SEC source: 0001209191-18-048361 · doc4.xml · nonDerivative · entry 1

LARSON JAMES R · CIK 0001221981 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,000

F1 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) the grantee ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan.

SEC source: 0001209191-18-048364 · doc4.xml · nonDerivative · entry 1

SMITH DAN F · CIK 0001188511 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,000

F1 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) the grantee ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan.

SEC source: 0001209191-18-048354 · doc4.xml · nonDerivative · entry 1

Acosta Arcilia · CIK 0001629039 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,000

F1 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) the grantee ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan.

SEC source: 0001209191-18-048357 · doc4.xml · nonDerivative · entry 1

Busch Angela M · CIK 0001740094 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,000

F1 · shares: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) the grantee ceasing to be a director or service provider to the Company or an affiliate of the Company or (ii) a change in control, as defined in the Plan.

SEC source: 0001144204-18-046325 · v501681_4.xml · derivative · entry 2

EnerVest, Ltd. · CIK 0001375345 · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,195,804

Underlying: Class A Common Stock · 87,195,804 shares

Expires not disclosed

F6 · derivative.exercise_price: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company, in which the Company is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · shares: Represents (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on August 16, 2018 as a portion of earnout consideration payable in connection with the Business Combination.

F6 · derivative.exercise_date: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company, in which the Company is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F7 · derivative.expiration_date: Not applicable.

F3 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").

F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F8 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F9 · balance_after: EV XIV-A owns of record 57,522,774 shares of Class B Common Stock; EV XIV-2A owns of record 11,416,615 shares of Class B Common Stock; EV XIV-3A owns of record 11,229,851 shares of Class B Common Stock; EV XIV-WIC owns of record 600,919 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,425,645 shares of Class B Common Stock.

F10 · balance_after: Each Record Holder and each of the Non-Fund Entities directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

SEC source: 0001144204-18-046325 · v501681_4.xml · nonDerivative · entry 1

EnerVest, Ltd. · CIK 0001375345 · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,034,554

F1 · shares: Represents 1,243,630 shares of Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on August 16, 2018 as a portion of earnout consideration payable in connection with Magnolia Oil & Gas Corporation's (the "Company") business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").

F2 · balance_after: EV XIV-C owns of record 33,034,554 shares of Class A Common Stock.

F3 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").

F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

SEC source: 0001144204-18-046326 · tv501696_4.xml · derivative · entry 3

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 87,195,804

Underlying: Class A Common Stock · 87,195,804 shares

Expires not disclosed

F7 · derivative.exercise_price: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company, in which the Company is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F6 · shares: Represents (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on August 16, 2018 as a portion of earnout consideration payable in connection with the Business Combination.

F7 · derivative.exercise_date: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company, in which the Company is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F8 · derivative.expiration_date: Not applicable.

F9 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F10 · balance_after: EV XIV-A owns of record 57,522,774 shares of Class B Common Stock; EV XIV-2A owns of record 11,416,615 shares of Class B Common Stock; EV XIV-3A owns of record 11,229,851 shares of Class B Common Stock; EV XIV-WIC owns of record 600,919 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,425,645 shares of Class B Common Stock.

F3 · ownership.nature: EV XIV-C owns of record 33,034,554 shares of Class A Common Stock.

F4 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001144204-18-046326 · tv501696_4.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 33,034,554

F1 · shares: Represents 1,243,630 shares of Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on August 16, 2018 as a portion of earnout consideration payable in connection with Magnolia Oil & Gas Corporation's (the "Company") business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").

F3 · balance_after: EV XIV-C owns of record 33,034,554 shares of Class A Common Stock.

F4 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F5 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the shares held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000899243-18-021047 · doc4.xml · nonDerivative · entry 1

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,659,900

F1 · price: On July 31, 2018, Mr. Chazen acquired 1,500,000 shares of Class A common stock, par value $0.0001, of Magnolia Oil & Gas Corporation (formerly known as TPG Pace Energy Holdings Corp.) (the "Issuer") at a purchase price of $10.00 per share in a private placement to certain qualified institutional buyers and accredited investors.

SEC source: 0000899243-18-021048 · doc4.xml · derivative · entry 2

DJEREJIAN EDWARD P · CIK 0001173584 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 40,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

F1 · price: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

F1 · derivative.exercise_date: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

F1 · derivative.expiration_date: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

SEC source: 0000899243-18-021048 · doc4.xml · nonDerivative · entry 1

DJEREJIAN EDWARD P · CIK 0001173584 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

SEC source: 0000899243-18-021051 · doc4.xml · derivative · entry 2

Leat Chad A · CIK 0001455414 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 40,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

F1 · price: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

F1 · derivative.exercise_date: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.

F1 · derivative.expiration_date: On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by the Reporting Person automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.