SEC Form 4 · accession 0000899243-18-001631
Rosehill Resources Inc. · ROSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 22, 2017
Accepted (ET)
Jan 22, 2018 · 9:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001659122
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F3 | — | Dec 22, 2017 | J | 750,000 | D | — | — | Class A Common | 750,000 | 0 | D |
| WarrantsF1,F3 | — | Dec 22, 2017 | J | 750,000 | A | — | — | Class A Common | 750,000 | 4,750,000 | I |
| Series A Preferred StockF2,F4 | — | Dec 22, 2017 | J | 18,421 | A | — | — | Class A Common | 1,601,826 | 18,421 | I |
Explanation of responses
- F1On December 22, 2017, Rosemore, Inc. ("Rosemore") transferred to Tema Oil & Gas Co. ("Tema"), a wholly-owned subsidiary of Rosemore, 750,000 warrants that may be exchanged for shares of Class A Common Stock of the Issuer ("Class A Warrants"). Each Class A Warrant entitles its holder to purchase one share of Class A Common Stock of the Issuer at an exercise price of $11.50 per share.
- F2On December 22, 2017, Rosemore Holdings, Inc.. ("RHoldings"), a wholly-owned subsidiary of Rosemore, transferred to Tema 18,421 shares of 8.000% Series A Cumulative Perpetual Convertible Preferred Stock of the Issuer ("Series A Preferred Stock"). The 18,421 shares of Series A Preferred Stock may initially be converted into 1,601,826 shares of Class A Common Stock in accordance with the terms of the Certificate of Designations. As a result of this transaction, RHoldings will cease to be an equityholder of the Issuer and will no longer be subject to Section 16 filing obligations.
- F3Each warrant entitles its holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, at any time commencing on May 27, 2017 and expiring on April 27, 2022 (or earlier upon redemption or liquidation).
- F4Each share of Series A Preferred Stock has a liquidation preference of $1,000 per share and is convertible, at the holder's option at any time, initially into 86.9565 shares of the Issuer's Class A common stock (which is equivalent to an initial conversion price of approximately $11.50 per share of Class A Common Stock), subject to specified adjustments and limitations as set forth in the Certificate of Designations pertaining to such Series A Preferred Stock.