| Item 1(a). | Name of Issuer: |
Rosehill Resources Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
16200 Park Row, Suite 300, Houston, TX 77084
| Item 2(a). | Name of Persons Filing: |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Warberg Asset Management LLC (“Warberg”); and
ii) Daniel I. Warsh (“Mr. Warsh”).
This Statement relates to Shares (as defined herein) obtainable upon exercise of warrants held for the accounts of Serenity Now LLC, Option Opportunities Corp, Warberg WF IV LP, Warberg WF V LP and Warberg CA Fund LP (collectively, the "Warberg Funds") and held personally by Mr. Warsh. Warberg serves as investment manager to each of the Warberg Funds. Mr. Warsh is a managing member and the control person of Warberg.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of each of the Reporting Persons is 716 Oak Street, Winnetka, IL60093.
i) Warberg is a Delaware limited liability company; andii) Mr. Warsh is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, par value $0.0001 per share (the “Shares”)
777385105
| Item 3. | If This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
(e) [X] An investment adviser in accordance with §240.13d-(b)(1)(ii)(E).
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
Item 4.
Item 4(a) | Ownership: Amount Beneficially Owned: |
As of December 31, 2017, Warberg may be deemed the beneficial owner of 766,000 Shares. This amount consists of 766,000 Shares obtainable upon exercise of warrants, held for the following accounts:
| A. | 49,570 warrants held for the account of Serenity Now LLC; |
| B. | 58,329 warrants held for the account of Option Opportunities Corp; |
| C. | 49,570 warrants held for the account of Warberg WF IV LP; |
| D. | 538,531 warrants held for the account of Warberg WF V LP; and |
| E. | 70,000 warrants held for the account of Warberg CA Fund LP. |
As of December 31, 2017, Mr. Warsh may be deemed the beneficial owner of the 767,000 Shares, which includes the 766,000 Shares beneficially owned by Warberg, plus an additional 1,000 Shares obtainable upon exercise of warrants held directly by Mr. Warsh.
| Item 4(b) | Percent of Class: |
As of December 31, 2017, Warberg may be deemed the beneficial owner of approximately 11.57% of Shares outstanding and Mr. Warsh may be deemed the beneficial owner of approximately 11.58% of Shares outstanding. (These percentages are based on the sum of (i) 5,856,581 Shares outstanding as of November 10, 2017, based on information in the Issuer's quarterly report on Form 10-Q filed November 14, 2017 and (ii) Shares issuable to each Reporting Person upon exercise of Warrants, which were added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.)
| Item 4(c) | Number of Shares as to which such person has: |
Warberg | |
| (i) Sole power to vote or direct the vote: | 0 |
| (ii) Shared power to vote or direct the vote: | 766,000 |
| (iii) Sole power to dispose or direct the disposition of: | 0 |
| (iv) Shared power to dispose or direct the disposition of: | 766,000 |
Mr. Warsh | |
| (i) Sole power to vote or direct the vote: | 1,000 |
| (ii) Shared power to vote or direct the vote: | 766,000 |
| (iii) Sole power to dispose or direct the disposition of: | 1,000 |
| (iv) Shared power to dispose or direct the disposition of: | 766,000 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
This Item 5 is not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
See disclosures in Items 2 and 4 herein. Certain funds listed in Item 2(a) have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. Such interest of Warberg WF V LP relates to more than 5 percent of the class of Shares.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company: |
See disclosure in Item 2 hereof.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | WARBERG ASSET MANAGEMENT LLC | |
| | | | |
| | By: | /s/ Daniel I. Warsh | |
| | | Daniel I. Warsh, Managing Member | |
| | | | |
| | | | |
| | DANIEL I. WARSH | |
| | | /s/ Daniel I. Warsh | |
| | | | |
