SEC Form 4 · accession 0001615774-17-006539
Rosehill Resources Inc. · ROSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward Kovalik
Director · 10% Owner
Period of report
Nov 8, 2017
Accepted (ET)
Nov 13, 2017 · 4:37 pm EST
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 StockF2,F3 | Nov 8, 2017 | J | 1,431,291 | $0.00 | D | 1,340,621 | I | See footnote |
| Class A Common Stock | holding | — | — | — | 17,611 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F3,F4 | $11.50 | Nov 8, 2017 | J | 4,994,603 | D | — | — | Class A Common Stock | 4,994,603 | 2,118,547 | I |
| 8% Series A Cumulative Perpetual Preferred StockF2,F3,F6,F5 | — | Nov 8, 2017 | J | 1,293 | D | — | — | Class A Common Stock | 1,293 | 984 | I |
Explanation of responses
- F1In 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.
- F2KLR 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.
- F3KLR Investments is the managing member of Sponsor. Mr. Kovalik is the managing member of KLR Group Holdings, LLC, which owns 100% of KLR Investments.
- F4The warrants became exercisable for Class A Common Stock on May 27, 2017 and will expire on April 27, 2022.
- F5The Series A Preferred Stock is convertible into Class A Common Stock at any time.
- F6Each share of Series A Preferred Stock is convertible into 86.9565 shares of Class A Common Stock and has no expiration.