Sec Form 4 Filing - K2 PRINCIPAL FUND, L.P. @ Rosehill Resources Inc. - 2017-09-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person K2 PRINCIPAL FUND, L.P. 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) (Last) (First) (Middle) 2 BLOOR STREET WEST, SUITE 801 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2017 (Street) TORONTO, A6M4W 3E2 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/29/2017 S 10,000 D $ 8.2781 477,115 D ( 1 ) CLASS A COMMON STOCK 10/02/2017 S 20,000 D $ 8.9038 457,115 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 09/28/2017 S 500 04/27/2017 09/16/2022 CLASS A COMMON STOCK 487,115 $ 0.92 1,165,348 D ( 1 ) Warrants $ 11.5 09/29/2017 S 800 04/27/2017 09/16/2022 CLASS A COMMON STOCK 487,115 $ 0.92 1,164,548 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other K2 PRINCIPAL FUND, L.P. 2 BLOOR STREET WEST SUITE 801 TORONTO, A6M4W 3E2 X K2 GENPAR LP 2 BLOOR STREET WEST SUITE 801 TORONTO, A6M4W 3E2 X K2 GENPAR 2009 INC 2 BLOOR STREET WEST SUITE 801 TORONTO, A6M4W 3E2 X Shawn Kimel Investments, Inc. 2 BLOOR STREET WEST SUITE 801 TORONTO, A6M4W 3E2 X K2 & Associates Investment Management Inc. 2 BLOOR STREET WEST SUITE 801 TORONTO, A6M4W 3E2 X Signatures Daniel Gosselin, President, THE K2 PRINCIPAL FUND L.P 10/02/2017 Signature of Reporting Person Date Daniel Gosselin President, K2 GENPAR L.P 10/02/2017 Signature of Reporting Person Date Daniel Gosselin, President, K2 GENPAR 2009 INC 10/02/2017 Signature of Reporting Person Date Daniel Gosselin, President, SHAWN KIMEL INVESTMENTS INC 10/02/2017 Signature of Reporting Person Date Daniel Gosselin, President, K2 & ASSOCIATES INVESTMENT MANAGEMENT INC 10/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are owned directly by The K2 Principal Fund, L.P. (the "Fund"), and indirectly by: K2 GenPar L.P., the general partner of the Fund (the "GP"), K2 GenPar 2009 Inc., the general partner of the GP ("GenPar 2009"), Shawn Kimel Investments Inc., which owns 100% of the equity interests in GenPar 2009 ("SKI"), and Shawn Kimel, the sole owner of SKI. SKI owns 66.5% of the equity interests of K2 & Associates Investment Management Inc. ("K2 & Associates"). K2 & Associates is the investment manager of the Fund. Daniel Gosselin being president of each of SKI, the GP, GenPar2009 and K2 & Associates, controls the voting and dispositive power for all of its shares of our common stock

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).

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