Shawn Kimel Form 4 Rosehill Resources / Shawn Kimel ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

K2 PRINCIPAL FUND, L.P.

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rosehill Resources Inc. [ ROSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/19/2018		S		7,564	D	$7.5584	427,470	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$11.5							05/27/2017	04/27/2022	Class A Common Stock	1,164,548		1,164,548	D
8% Series A Cumulative Perpetual Preferred Stock	(1)							(2)	(1)	Class A Common Stock	929,912		10,694	D

1. Name and Address of Reporting Person^*

K2 PRINCIPAL FUND, L.P.

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

K2 GENPAR LP

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

K2 GENPAR 2009 INC

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shawn Kimel Investments, Inc.

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

K2 & Associates Investment Management Inc.

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kimel Shawn

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

Explanation of Responses:

1. Each shares of Series A Preferred Stock is convertible into 86.9565 shares of Class A Common Stock and there is no expiration

2. The Series A Preferred Stock is convertible into Class A Common Stock any time

	/s/ Daniel Gosselin, President, The K2 Principal Fund L.P	04/20/2018
	/s/ Daniel Gosselin, President, K2 GenPar L.P	04/20/2018
	/s/ Daniel Gosselin, President, K2 Genpar 2009 Inc.	04/20/2018
	/s/ Daniel Gosselin, President, Shawn Kimel Investments Inc.	04/20/2018
	/s/ Daniel Gosselin, President, K2 & Associates Investment Management Inc	04/20/2018
	/s/ Daniel Gosselin, in his individual capacity	04/20/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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