MGY

SEC source: 0001387131-19-009030 · mgy-4_112119.xml · nonDerivative · entry 2

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,605,503

F4 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Michael MacDougall.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.435 to $11.69, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3 · ownership.nature: Held through a personal vehicle.

SEC source: 0001387131-19-009030 · mgy-4_112119.xml · nonDerivative · entry 1

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,655,503

F4 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Michael MacDougall.

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.42 to $11.66, inclusive. The reporting person undertakes to provide to Magnolia Oil & Gas Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3 · ownership.nature: Held through a personal vehicle.

SEC source: 0001387131-19-008927 · mgy-form4_111819.xml · nonDerivative · entry 3

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,705,503

F5 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Michael MacDougall.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.14 to $11.55, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4 · ownership.nature: Held through a personal vehicle.

SEC source: 0001387131-19-008927 · mgy-form4_111819.xml · nonDerivative · entry 2

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,755,503

F5 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Michael MacDougall.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.09 to $11.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4 · ownership.nature: Held through a personal vehicle.

SEC source: 0001387131-19-008927 · mgy-form4_111819.xml · nonDerivative · entry 1

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,805,503

F5 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Michael MacDougall.

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.36 to $11.69, inclusive. The reporting person undertakes to provide to Magnolia Oil & Gas Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4 · ownership.nature: Held through a personal vehicle.

SEC source: 0001209191-19-055181 · doc4.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 316,556

SEC source: 0001209191-19-055178 · doc4.xml · nonDerivative · entry 1

Millican Steve · CIK 0001757696 · SVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 171,669

SEC source: 0001209191-19-052169 · doc4.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 318,742

SEC source: 0001209191-19-050547 · doc4.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 320,930

F1 · shares: Relates to awards previously granted to Mr. Yang on October 8, 2018, the terms of which provide for vesting as to 1/3 of the subject shares on 9/20/2019 and as to 1/36 of the subject shares on the first day of each month thereafter through 9/1/2021.

SEC source: 0001209191-19-047611 · doc4.xml · nonDerivative · entry 1

LARSON JAMES R · CIK 0001221981 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,861

SEC source: 0001387131-19-006200 · tpg-form4_081319.xml · nonDerivative · entry 1

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · Former Director

BONDERMAN DAVID · CIK 0000860866 · Former Director

COULTER JAMES G · CIK 0001099776 · Former Director

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 4,739,224

F1 · kind: Effective August 13, 2019, TPG Pace Governance, LLC ("Pace Governance") distributed, in accordance with its limited liability company agreement, shares of Class A common stock ("Class A Shares") of Magnolia Oil & Gas Corporation (the "Issuer") to its sole member, TPG Holdings III, L.P. ("TPG Holdings III"), which in turn distributed, in accordance with its limited partnership agreement, the Class A Shares pro rata to its partners, some of which made further pro rata distributions of the Class A Shares (the "Distribution").

F1 · price: Effective August 13, 2019, TPG Pace Governance, LLC ("Pace Governance") distributed, in accordance with its limited liability company agreement, shares of Class A common stock ("Class A Shares") of Magnolia Oil & Gas Corporation (the "Issuer") to its sole member, TPG Holdings III, L.P. ("TPG Holdings III"), which in turn distributed, in accordance with its limited partnership agreement, the Class A Shares pro rata to its partners, some of which made further pro rata distributions of the Class A Shares (the "Distribution").

F2 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, which is the sole member of Pace Governance, which is the managing member of TPG Pace Energy Sponsor Successor 2, LLC, which directly holds 2,227,442 Class A Shares, and (ii) TPG Group Advisors (Cayman), Inc., which is the general partner of TPG Partner Holdings, L.P., which directly holds 178,648 Class A Shares.

F3 · ownership.nature: Excluding Class A Shares directly held by TPG Pace Energy Sponsor Successor 2, LLC and TPG Partner Holdings, L.P., Mr. Bonderman holds directly or indirectly 1,248,266 Class A Shares, and Mr. Coulter holds directly or indirectly 1,084,868 Class A Shares.

F4 · ownership.nature: Under the Stockholder Agreement, dated as of July 31, 2018 (the "Stockholder Agreement") by and among the Issuer and the other parties thereto, TPG (as defined in the Stockholder Agreement) is no longer entitled, as a result of the Distribution, to designate an individual for inclusion in the slate of nominees recommended by the Issuer's board of directors for election as a director. The Reporting Persons accordingly are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-19-006198 · macdougall-form4_081319.xml · nonDerivative · entry 1

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,855,503

F1 · kind: Effective August 13, 2019, TPG Pace Governance, LLC distributed, in accordance with its limited liability company agreement, all of its shares of Class A common stock ("Class A Shares") of Magnolia Oil & Gas Corporation to its sole member, TPG Holdings III, L.P., which in turn distributed, in accordance with its limited partnership agreement, the Class A Shares pro rata to its partners, some of which made further pro rata distributions of the Class A Shares, including to Mr. Michael MacDougall.

F1 · price: Effective August 13, 2019, TPG Pace Governance, LLC distributed, in accordance with its limited liability company agreement, all of its shares of Class A common stock ("Class A Shares") of Magnolia Oil & Gas Corporation to its sole member, TPG Holdings III, L.P., which in turn distributed, in accordance with its limited partnership agreement, the Class A Shares pro rata to its partners, some of which made further pro rata distributions of the Class A Shares, including to Mr. Michael MacDougall.

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

SEC source: 0001209191-19-045547 · doc4.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,629,349

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.185 to $10.25, inclusive. The reporting person undertakes to provide to Magnolia Oil & Gas Corporation, any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

SEC source: 0001209191-19-044576 · doc4.xml · nonDerivative · entry 1

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,032

SEC source: 0001209191-19-044571 · doc4.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 362,799

SEC source: 0000903423-19-000290 · magnolia4.xml · derivative · entry 2

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · Director

BONDERMAN DAVID · CIK 0000860866 · Director

COULTER JAMES G · CIK 0001099776 · Director

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 0

Underlying: Class A Common Stock · 5,083,420 shares

Expires 2023-07-31

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation (the "Issuer") accepted an aggregate of 5,083,420 warrants ("Warrants") validly tendered by TPG Pace Governance, LLC ("Pace Governance") and TPG Pace Energy Sponsor Successor 2, LLC ("Pace Energy Sponsor Successor 2" and, together with TPG Pace Governance, the "TPG Funds") and issued to the TPG Funds in exchange 1,474,191 shares of Class A common stock ("Class A Shares").

F2 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of Pace Governance, which (i) directly holds 7,083,190 Class A Shares and (ii) is the managing member of Pace Energy Sponsor Successor 2, which directly holds 2,570,223 Class A Shares.

F4 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: 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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000903423-19-000290 · magnolia4.xml · nonDerivative · entry 1

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · Director

BONDERMAN DAVID · CIK 0000860866 · Director

COULTER JAMES G · CIK 0001099776 · Director

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 10,121,413

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation (the "Issuer") accepted an aggregate of 5,083,420 warrants ("Warrants") validly tendered by TPG Pace Governance, LLC ("Pace Governance") and TPG Pace Energy Sponsor Successor 2, LLC ("Pace Energy Sponsor Successor 2" and, together with TPG Pace Governance, the "TPG Funds") and issued to the TPG Funds in exchange 1,474,191 shares of Class A common stock ("Class A Shares").

F2 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of Pace Governance, which (i) directly holds 7,083,190 Class A Shares and (ii) is the managing member of Pace Energy Sponsor Successor 2, which directly holds 2,570,223 Class A Shares.

F3 · ownership.nature: Excluding Class A Shares directly held by Pace Governance and Pace Energy Sponsor Successor 2, Mr. Bonderman holds directly or indirectly 368,000 Class A Shares, and Mr. Coulter holds directly or indirectly 100,000 Class A Shares.

F4 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: 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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001209191-19-041935 · doc4.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 151,952.33 shares

Expires 2023-07-31

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation accepted an aggregate of 2,651,952.33 warrants validly tendered by the reporting person and issued to the reporting person in exchange 769,066 shares of its Class A common stock.

SEC source: 0001209191-19-041935 · doc4.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,500,000 shares

Expires 2023-07-31

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation accepted an aggregate of 2,651,952.33 warrants validly tendered by the reporting person and issued to the reporting person in exchange 769,066 shares of its Class A common stock.

SEC source: 0001209191-19-041935 · doc4.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,604,349

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation accepted an aggregate of 2,651,952.33 warrants validly tendered by the reporting person and issued to the reporting person in exchange 769,066 shares of its Class A common stock.

SEC source: 0001209191-19-041940 · doc4.xml · derivative · entry 3

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 0

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

Expires 2023-07-31

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation accepted 1,408,290 warrants validly tendered by the reporting person and issued to the reporting person in exchange 408,404 shares of its Class A common stock.

F1 · ownership.nature: On July 10, 2019, Magnolia Oil & Gas Corporation accepted 1,408,290 warrants validly tendered by the reporting person and issued to the reporting person in exchange 408,404 shares of its Class A common stock.

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

SEC source: 0001209191-19-041940 · doc4.xml · nonDerivative · entry 1

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,771,843

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation accepted 1,408,290 warrants validly tendered by the reporting person and issued to the reporting person in exchange 408,404 shares of its Class A common stock.

F1 · ownership.nature: On July 10, 2019, Magnolia Oil & Gas Corporation accepted 1,408,290 warrants validly tendered by the reporting person and issued to the reporting person in exchange 408,404 shares of its Class A common stock.

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

SEC source: 0001209191-19-041938 · doc4.xml · derivative · entry 2

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,000 shares

Expires 2023-07-31

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation accepted 2,000 warrants validly tendered by the reporting person and issued to the reporting person in exchange 580 shares of its Class A common stock.

SEC source: 0001209191-19-041938 · doc4.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 371,931

F1 · price: On July 10, 2019, Magnolia Oil & Gas Corporation accepted 2,000 warrants validly tendered by the reporting person and issued to the reporting person in exchange 580 shares of its Class A common stock.

SEC source: 0001209191-19-036086 · doc4.xml · nonDerivative · entry 1

DJEREJIAN EDWARD P · CIK 0001173584 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,961

F1 · shares: Reflects 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 RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

SEC source: 0001209191-19-036090 · doc4.xml · nonDerivative · entry 2

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,961

F2 · shares: Reflects 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 RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

SEC source: 0001209191-19-036092 · doc4.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,961

F2 · shares: Reflects 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 RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

SEC source: 0001209191-19-036089 · doc4.xml · nonDerivative · entry 1

LARSON JAMES R · CIK 0001221981 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,361

F1 · shares: Reflects 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 RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

SEC source: 0001209191-19-036091 · doc4.xml · nonDerivative · entry 1

SMITH DAN F · CIK 0001188511 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,961

F1 · shares: Reflects 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 RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

SEC source: 0001209191-19-036083 · doc4.xml · nonDerivative · entry 1

Acosta Arcilia · CIK 0001629039 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,911

F1 · shares: Reflects 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 RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

SEC source: 0001209191-19-036084 · doc4.xml · nonDerivative · entry 1

Busch Angela M · CIK 0001740094 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,961

F1 · shares: Reflects 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 RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

SEC source: 0001144204-19-018426 · tv518262_4.xml · derivative · entry 2

EnerVest, Ltd. · CIK 0001375345 · Director · 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: 91,789,814

Underlying: Class A Common Stock · 1,556,911 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) 862,923 shares of Class B Common Stock transferred to the Issuer by EV XIV-A, (ii) 9,015 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC, (iii) 550,458 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A, (iv) 38,121 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A and (v) 96,394 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV, each as a portion of the final settlement 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.

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 Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. (continue with footnote (5))

F5 · balance_after: 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.

F9 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (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 60,750,278 shares of Class B Common Stock; EV XIV-2A owns of record 11,625,679 shares of Class B Common Stock; EV XIV-3A owns of record 11,993,072 shares of Class B Common Stock; EV XIV-WIC owns of record 634,631 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,786,154 shares of Class B Common Stock.

SEC source: 0001144204-19-018426 · tv518262_4.xml · nonDerivative · entry 1

EnerVest, Ltd. · CIK 0001375345 · Director · 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: 34,888,068

F1 · shares: Represents 495,565 shares of the Issuer's Class A Common Stock ("Class A Common Stock") transferred to the Issuer by EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on March 29, 2019 as a portion of the final settlement 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 34,888,068 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 Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. (continue with footnote (5))

F5 · balance_after: 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: 0001144204-19-018428 · tv518260_4.xml · derivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 91,789,814

Underlying: Class A Common Stock · 1,556,991 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) 862,923 shares of Class B Common Stock transferred to the Issuer by EV XIV-A, (ii) 9,015 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC, (iii) 550,458 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A, (iv) 38,121 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A and (v) 96,394 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV, each as a portion of the final settlement 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 owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (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 60,750,278 shares of Class B Common Stock; EV XIV-2A owns of record 11,625,679 shares of Class B Common Stock; EV XIV-3A owns of record 11,993,072 shares of Class B Common Stock; EV XIV-WIC owns of record 634,631 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,786,154 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.

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 Equity Interests (as defined below) 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: 0001144204-19-018428 · tv518260_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: 34,888,068

F1 · shares: Represents 495,565 shares of the Issuer's Class A Common Stock ("Class A Common Stock") transferred to the Issuer by EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on March 29, 2019 as a portion of the final settlement 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 34,888,068 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 Equity Interests (as defined below) 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: 0001209191-19-017764 · doc4.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,835,283

SEC source: 0001209191-19-017763 · doc4.xml · nonDerivative · entry 1

LARSON JAMES R · CIK 0001221981 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,400

SEC source: 0000899243-19-005033 · doc4.xml · derivative · entry 2

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,784

Underlying: Class A Common Stock · 9,784 shares

Expires not disclosed

F2 · derivative.exercise_price: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

F2 · derivative.exercise_date: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

F2 · derivative.expiration_date: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

SEC source: 0000899243-19-005033 · doc4.xml · nonDerivative · entry 1

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,925

F1 · shares: Reflects 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"). On February 25, 2019, the Company granted Valerie Chase an award of 9,784 RSUs (the "First Award") and an award of 5,641 RSUs (the "Second Award"). The RSUs subject to the First Award will vest in three substantially equal installments on March 1, 2020, 2021 and 2022, and the RSUs subject to the Second Award will vest in full on March 15, 2020, in each case, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0000899243-19-005037 · doc4.xml · derivative · entry 2

Yang Timothy D. · CIK 0001627951 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,330

Underlying: Class A Common Stock · 54,330 shares

Expires not disclosed

F2 · derivative.exercise_price: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

F2 · derivative.exercise_date: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

F2 · derivative.expiration_date: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

SEC source: 0000899243-19-005037 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 338,818

F1 · shares: Reflects 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"). On February 25, 2019, the Company granted Timothy D. Yang an award of 54,330 RSUs (the "First Award") and an award of 14,488 RSUs (the "Second Award"). The RSUs subject to the First Award will vest in three substantially equal installments on March 1, 2020, 2021 and 2022, and the RSUs subject to the Second Award will vest in full on March 15, 2020, in each case, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0000899243-19-005036 · doc4.xml · derivative · entry 4

Stavros Christopher G · CIK 0001613357 · EVP, Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 62,448

Underlying: Class A Common Stock · 62,448 shares

Expires not disclosed

F3 · derivative.exercise_price: Reflects PSUs granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

F3 · derivative.exercise_date: Reflects PSUs granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

F3 · derivative.expiration_date: Reflects PSUs granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

SEC source: 0000899243-19-005036 · doc4.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · EVP, Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 202,601

F1 · shares: Reflects 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"). On February 25, 2019, the Company granted Christopher G. Stavros an award of 62,448 RSUs (the "First Award") and an award of 16,653 RSUs (the "Second Award"). The RSUs subject to the First Award will vest in three substantially equal installments on March 1, 2020, 2021 and 2022, and the RSUs subject to the Second Award will vest in full on March 15, 2020, in each case, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0000899243-19-005035 · doc4.xml · derivative · entry 2

Millican Steve · CIK 0001757696 · SVP- Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,183

Underlying: Class A Common Stock · 30,183 shares

Expires not disclosed

F2 · derivative.exercise_price: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

F2 · derivative.exercise_date: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

F2 · derivative.expiration_date: Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

SEC source: 0000899243-19-005035 · doc4.xml · nonDerivative · entry 1

Millican Steve · CIK 0001757696 · SVP- Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 176,134

F1 · shares: Reflects 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"). On February 25, 2019, the Company granted Steve Millican an award of 30,183 RSUs (the "First Award") and an award of 8,451 RSUs (the "Second Award"). The RSUs subject to the First Award will vest in three substantially equal installments on March 1, 2020, 2021 and 2022, and the RSUs subject to the Second Award will vest in full on March 15, 2020, in each case, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0000903423-18-000648 · magnolia4.xml · derivative · entry 2

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,083,420

Underlying: Class A Common Stock · 4,916,580 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 ("Class A Shares") of Magnolia Oil & Gas Corporation (the "Issuer") and all of its warrants ("Warrants") pro rata to its members (the "Distribution").

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 ("Class A Shares") of Magnolia Oil & Gas Corporation (the "Issuer") and all of its warrants ("Warrants") pro rata to its members (the "Distribution").

F2 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG Pace Governance, LLC, which is the managing member of TPG Pace Energy Sponsor Successor, LLC ("Pace Energy Sponsor Successor"), which directly holds 8,179,222 Class A Shares and 5,083,420 Warrants following the Distribution.

F4 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: 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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000903423-18-000648 · magnolia4.xml · nonDerivative · entry 1

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 8,647,222

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 ("Class A Shares") of Magnolia Oil & Gas Corporation (the "Issuer") and all of its warrants ("Warrants") pro rata to its members (the "Distribution").

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 ("Class A Shares") of Magnolia Oil & Gas Corporation (the "Issuer") and all of its warrants ("Warrants") pro rata to its members (the "Distribution").

F2 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG Pace Governance, LLC, which is the managing member of TPG Pace Energy Sponsor Successor, LLC ("Pace Energy Sponsor Successor"), which directly holds 8,179,222 Class A Shares and 5,083,420 Warrants following the Distribution.

F3 · ownership.nature: Excluding Class A Shares directly held by Pace Energy Sponsor Successor, Mr. Bonderman holds directly or indirectly 368,000 Class A Shares, and Mr. Coulter holds directly or indirectly 100,000 Class A Shares.

F4 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: 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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001209191-18-063934 · doc4.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,500,000

Underlying: Class A Common Stock · 2,500,000 shares

Expires 2023-07-31

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. Chazen.

SEC source: 0001209191-18-063934 · doc4.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,810,283

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. Chazen.

SEC source: 0000903423-18-000649 · macdougall.xml · nonDerivative · entry 1

MacDougall Michael G. · CIK 0001429772 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,363,439

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.