K2 Genpar 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)
07/19/2017

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	07/18/2017		S		660	D	$8.0221	487,160	D(1)
Class A Common Stock	07/19/2017		S		45	D	$8.0622	4,871,115	D(1)

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

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. 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.

	/s/ Shawn Kimel, President, THE K2 PRINCIPAL FUND, L.P.	07/19/2017
	/s/ Shawn Kimel, President, K2 GENPAR, L.P.	07/19/2017
	/s/ Shawn Kimel, President, K2 GENPAR 2009 INC.	07/19/2017
	/s/ Shawn Kimel, President, SHAWN KIMEL INVESTMENTS, INC.	07/19/2017
	/s/ Shawn Kimel, President, K2 & ASSOCIATES INVESTMENT MANAGEMENT INC.	07/19/2017
	/s/ Shawn Kimel, In his individual capacity	07/19/2017
	** 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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