Stockholders' Equity | Note 13 – Stockholders’ Equity The following description summarizes the material terms and provisions of the securities that the Company has authorized. For the complete terms of these securities, refer to the Company’s amended and restated certificate of incorporation, and bylaws, which are incorporated by reference into this Form 10-Q. Prior to the Transaction, KLRE was a shell company with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the closing of the Transaction, the Company became a holding company whose sole material asset consists of its interest in Rosehill Operating. The following table summarizes the changes in the outstanding preferred stock, common stock and Class A common stock warrants through the date of the Transaction. Series A Preferred Stock Class A Common Stock Class B Common Stock Class F Common Stock Total Class A Common Stock Warrants Issued at formation — 588,276 — 4,312,500 4,900,776 588,276 Issued at IPO — 7,597,044 — — 7,597,044 7,597,044 Issued in connection with private placement — — — — — 8,408,838 Forfeitures/Cancellation of founder shares — — — (2,266,170 ) (2,266,170 ) — Conversion of founder shares — 3,475,663 — (2,046,330 ) 1,429,333 — Redemption of Class A shares — (5,804,404 ) — — (5,804,404 ) — Issued to Tema in connection with the Transaction — — 29,807,692 — 29,807,692 4,000,000 Preferred stock and warrants issued to PIPE Investors 95,000 — — — — 5,000,000 Outstanding at the Transaction date 95,000 5,856,579 29,807,692 — 35,664,271 25,594,158 Class A Common Stock. In connection with the Transaction, the Company distributed approximately $60.6 million of the cash proceeds from the Company’s initial public offering to redeem approximately 5.8 million shares of Class A common stock, which shares were then cancelled by the Company. Cash transferred to Rosehill Operating, net of transaction expenses incurred in connection with the Transaction, was $18.7 million. Class B Common Stock. Holders of Class B common stock, generally have the right to cause the Company to redeem all or a portion of their stock in exchange for shares of the Company's Series A common stock on a one-to-one basis or, at the Company's option, an equivalent amount of cash. The Company may, however, at its option, affect a direct exchange of cash or Class A common stock for such Rosehill Operating common units in lieu of such a redemption. Upon the future redemption or exchange of Rosehill Operating common units, a corresponding number of shares of Class B common stock will be canceled. In the Transaction, the Company issued to Rosehill Operating 29,807,692 shares of its Class B common stock and 4,000,000 warrants exercisable for shares of its Class A common stock in exchange for 4,000,000 warrants exercisable for Rosehill Operating common units. Rosehill Operating immediately distributed the warrants and shares of Class B common stock to Tema. Class F Common Stock. The 2,046,330 remaining Founder Shares represented 20.0% of the outstanding shares upon the completion of the IPO. On April 28, 2017, all of the outstanding Founder Shares were automatically converted into 3,475,663 shares of Class A common stock in connection with the Transaction. As used herein, unless the context otherwise requires, the “Founder Shares” are deemed to include the shares of Class A common stock issued upon conversion thereof and such converted shares continue to be subject to certain transfer restrictions. 8% Series A Cumulative Perpetual Convertible Preferred Stock. The Company contributed the net proceeds of $70.8 million ($75.0 million gross proceeds, net of $4.2 million in equity issuance costs) from its issuance of 75,000 shares of Series A Preferred Stock and 5,000,000 warrants (the “PIPE Warrants”), exercisable for shares of Class A common stock, to Rosehill Operating. The net proceeds from the issuance of these preferred shares and warrants was attributed to the preferred stock and warrants (reflected in additional paid-in capital in the accompanying condensed consolidated balance sheet) issued to the PIPE Investors based on the fair value of those securities using the closing price of the Class A common stock and the warrants on April 27, 2017. The residual proceeds were attributed to the value of the preferred stock in the accompanying condensed consolidated balance sheet because there was and is no quoted prices in active markets for those securities. Rosemore and the Sponsor backstopped redemptions by the public stockholders of the Company once 30% of the outstanding shares of Class A common stock were redeemed by purchasing 20,000 shares of Series A Preferred Stock for net proceeds of $20.0 million pursuant to a side letter entered into between Rosemore, the Sponsor and the Company. The Company contributed the net proceeds from the issuance of 20,000 shares of Series A Preferred Stock to Rosemore Holdings, Inc. and the Sponsor to Rosehill Operating. The Company’s Board of Directors declared a dividend on the Series A Preferred Stock on June 29, 2017, which was paid in-kind through the issuance of 1,372 shares of Series A preferred stock on July 15, 2017. Warrants. There were 588,276 warrants issued in connection with the formation of the Company and 7,597,044 public warrants issued in connection with KLRE’s IPO. Additionally, there were 8,408,838 warrants issued to the Sponsor and EarlyBirdCapital Inc. pursuant to a private placement (the “Private Placement Warrants”) in connection with the Company’s initial public offering (including the Class A common stock issuable upon exercise of the Private Placement Warrants). The Private Placement Warrants will not be redeemable by the Company and will be exercisable on a cashless basis so long as they are held by the initial holders or their permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants described above. If the Private Placement Warrants are held by holders other than the initial holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants described above. In connection with the closing of the Transaction, the Company issued 5,000,000 warrants to the PIPE Investors and 4,000,000 warrants to Tema. These warrants were issued on the same terms, and are subject to the same rights and obligations, as described above. At June 30, 2017, there were 25,594,158 warrants outstanding. Noncontrolling Interest. Long Term Incentive Plan |