Edward Kovalik Form 4 Rosehill Resources / Edward Kovalik 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^*

Kovalik Edward

(Last) (First) (Middle)

811 MAIN STREET, 18TH FLOOR

(Street)

HOUSTON TX 77002

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2017

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

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

X	Form filed by One Reporting Person
	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	11/08/2017		J(1)(2)		1,431,291	D	$0	1,340,621(2)	I	See footnote(3)
Class A Common Stock								17,611	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	11/08/2017		J(1)(2)			4,994,603	(4)	(4)	Class A Common Stock	4,994,603	$0	2,118,547(2)	I	See footnote(3)
8% Series A Cumulative Perpetual Preferred Stock	(6)	11/08/2017		J(1)(2)			1,293	(5)	(6)	Class A Common Stock	1,293	$0	984(2)	I	See footnote(3)

Explanation of Responses:

1. In accordance with the Second Amended and Restated Limited Liability Company Agreement of KLR Energy Sponsor, LLC ("Sponsor"), Sponsor made a pro-rata, in-kind distribution of 1,845,892 shares of Class A common stock, 7,113,150 warrants and 2,277 shares of the 8% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") to its members.

2. KLR Group Investments, LLC ("KLR Investments") is a member of Sponsor and received 414,601 shares of Class A Common Stock, 2,118,547 warrants and 984 shares of the Series A Preferred Stock in the distribution.

3. KLR Investments is the managing member of Sponsor. Mr. Kovalik is the managing member of KLR Group Holdings, LLC, which owns 100% of KLR Investments.

4. The warrants became exercisable for Class A Common Stock on May 27, 2017 and will expire on April 27, 2022.

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

6. Each share of Series A Preferred Stock is convertible into 86.9565 shares of Class A Common Stock and has no expiration.

	/s/ Edward Kovalik	11/13/2017
	/s/ Edward Kovalik, Authorized Person, KLR Energy Sponsor, LLC	11/13/2017
	** 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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