SEC Form 4 · accession 0000899243-17-011336
Rosehill Resources Inc. · ROSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 27, 2017
Accepted (ET)
May 1, 2017 · 8:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001659122
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Apr 28, 2017 | C | 2,771,912 | $0.00 | A | 2,771,912 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class F Common StockF1,F2 | — | Apr 28, 2017 | C | 1,856,330 | D | — | — | Class A Common Stock | 2,771,912 | 0 | I |
| Warrants (right to buy)F3,F2,F4 | $11.50 | Apr 27, 2017 | J | 750,000 | D | — | — | Class A Common Stock | 750,000 | 7,113,150 | I |
| 8.0% Series A Cumulative Perpetual Preferred StockF2,F5 | — | Apr 27, 2017 | P | 2,200 | A | — | — | Class A Common Stock | 191,304 | 0 | I |
Explanation of responses
- F1The Class F Common Stock owned by the Reporting Person automatically converted into an aggregate of 2,771,912 shares of Class A Common Stock and had no expiration date.
- F2The securities are held of record by KLR Energy Sponsor, LLC. KLR Group Investments, LLC is the managing member of KLR Energy Sponsor, LLC. Mr. Kovalik is the managing member of KLR Group Holdings, LLC, which owns 100% of KLR Group Investments, LLC.
- F3KLR Energy Sponsor, LLC transferred 750,000 KLR Energy Acquisition Corp. Warrants to Rosemore, Inc. in connection with the Business Combination and pursuant to the Side Letter dated as of December 20, 2016.
- F4The warrants will become exercisable on the later of 30 days after the completion of the Business Combination, which occurred April 27, 2017, and 12 months from the closing of KLR Energy Acquisition Corp.'s IPO, which occurred March 11, 2016. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.
- F5The 8.0% Series A Cumulative Perpetual Preferred Stock owned by the Reporting Person is convertible at any time for an aggregate of 191,304.30 shares of Class A Common Stock and had no expiration.
Remarks
Exhibit List: Exhibit 24.1 - Power of Attorney