Rosehill Resources Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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)
11/20/2019

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	11/20/2019		S		18,756	D	$1.1468	146,409	D
Class A Common Stock	11/21/2019		S		36,204	D	$1.2814	110,205	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	864,548		865,548	D
8% Series A Cumulative Preferred Stock	(1)							(2)	(1)	Class A Common Stock	977,652		11,243	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 2017 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)

Explanation of Responses:

1. Each share 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

	Daniel Gosselin, Secretary	11/21/2019
	Daniel Gosselin, Secretary	11/21/2019
	Daniel Gosselin, Vice President	11/21/2019
	Daniel Gosselin, President	11/21/2019
	** 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 4 (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.