SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/27/2017 | 3. Issuer Name and Ticker or Trading Symbol Rosehill Resources Inc. [ ROSE ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 531,651 | D(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants (Right to Buy) | (2) | (2) | Class A Common Stock | 1,165,848 | 11.5 | D | |
8.000% Series A Cumulative Perpetual Preferred Stock | (3) | (3) | Class A Common Stock | 869,565 | (3) | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The reported securities are owned directly by The K2 Principal Fund, L.P. (the "Fund"), and indirectly by: K2 GenPar L.P., the general partner of the Fund (the "GP"), K2 GenPar 2009 Inc., the general partner of the GP ("GenPar 2009"), Shawn Kimel Investments Inc., which owns 100% of the equity interests in GenPar 2009 ("SKI"), and Shawn Kimel, the sole owner of SKI. SKI owns 66.5% of the equity interests of K2 & Associates Investment Management Inc. ("K2 & Associates"). K2 & Associates is the investment manager of the Fund. Shawn Kimel, through his ownership of SKI and his being president of each of SKI, the GP, GenPar2009 and K2 & Associates, controls the voting and dispositive power for all of its shares of our common stock. |
2. The warrants become exercisable 30 days after the completion of an initial business combination and expire five years after the completion of such business combination or earlier upon redemption or liquidation. |
3. The 8.000% Series A Cumulative Perpetual Preferred Stock is convertible, at the holder's option and at any time, initially into 86.9565 shares of Class A Common Stock (which is equivalent to an initial conversion price of approximately $11.50 per share). The 8.000% Series A Cumulative Perpetual Preferred Stock has no expiration date. |
/s/ Shawn Kimel, President, THE K2 PRINCIPAL FUND, L.P. | 06/30/2017 | |
/s/ Shawn Kimel, President, K2 GENPAR, L.P. | 06/30/2017 | |
/s/ Shawn Kimel, President, K2 GENPAR 2009 INC | 06/30/2017 | |
/s/ Shawn Kimel, President, SHAWN KIMEL INVESTMENTS, INC. | 06/30/2017 | |
/s/ Shawn Kimel, President, K2 & ASSOCIATES INVESTMENT MANAGEMENT INC | 06/30/2017 | |
/s/ Shawn Kimel, In his individual capacity | 06/30/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |