Sec Form 3 Filing - Buerger Reid S @ Rosehill Resources Inc. - 2017-11-08

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Buerger Reid S
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)
7111 GREEN VALLEY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2017
(Street)
FORT WASHINGTON, PA19034
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 418,393 D ( 1 )
Class A Common Stock 418,393 I ( 1 ) Indirect beneficial ownership as beneficiary of 2003 Alan H. Buerger Trust for Reid S. Buerger
Class A Common Stock 418,392 I ( 1 ) Indirect beneficial ownership as beneficiary of 2012 Buerger Family SD GST Exempt Trust
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 (Right to Buy) $ 11.5 ( 2 ) ( 2 ) Class A Common Stock 1,281,208 D
Warrants (Right to Buy) $ 11.5 ( 2 ) ( 2 ) Class A Common Stock 1,281,208 I Indirect beneficial ownership as beneficiary of 2003 Alan H. Buerger Trust for Reid S. Buerger
Warrants (Right to Buy) $ 11.5 ( 2 ) ( 2 ) Class A Common Stock 1,281,208 I Indirect beneficial ownership as beneficiary of 2012 Buerger Family SD GST Exempt Trust
8.000% Series A Cumulative Perpetual Preferred Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 22,000 D
8.000% Series A Cumulative Perpetual Preferred Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 22,000 I Indirect beneficial ownership as beneficiary of 2003 Alan H. Buerger Trust for Reid S. Buerger
8.000% Series A Cumulative Perpetual Preferred Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 22,000 I Indirect beneficial ownership as beneficiary of 2012 Buerger Family SD GST Exempt Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Buerger Reid S
7111 GREEN VALLEY ROAD
FORT WASHINGTON, PA19034
X
Signatures
/s/ Reid S. Buerger 11/17/2017
Signature of Reporting Person Date
/s/ Constance M. Buerger 11/17/2017
Signature of Reporting Person Date
ALAN H. BUERGER 2003 TRUST FOR REID S. BUERGER, /s/ Constance M. Buerger, Trustee 11/17/2017
Signature of Reporting Person Date
2012 BUERGER FAMILY SD LLC, /s/ Constance M. Buerger, Manager 11/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are owned directly and indirectly by Reid S. Buerger as shown in Table I and Table II hereof. Certain of the reported securities are also owned indirectly by Constance M. Buerger as the trustee of the Alan H. Buerger 2003 Trust for Reid S. Buerger and the investment advisor to the 2012 Buerger Family SD GST Exempt Trust (the sole member of 2012 Buerger Family SD LLC, which directly owns certain of the reported securities). Certain of the securities reported are owned directly by 2012 Buerger Family SD LLC, indirectly by Constance M. Buerger as the manager of 2012 Buerger Family SD LLC, and indirectly by Reid S. Buerger as the beneficiary of the trust which is the sole member of 2012 Buerger Family SD LLC. Certain of the reported securities are owned directly by the 2003 Alan H. Buerger Trust for Reid S. Buerger, indirectly by Constance M. Buerger as trustee and indirectly by Reid S. Buerger as beneficiary.
( 2 )The warrants become exercisable 30 days after the completion of an initial business combination and expire five years after the completion of such business combination or earlier upon redemption or liquidation.
( 3 )The 8.000% Series A Cumulative Perpetual Preferred Stock is convertible, at the holder's option and at any time, initially into 86.9565 shares of Class A Common Stock (which is equivalent to an initial conversion price of approximately $11.50 per share). The 8.000% Series A Cumulative Perpetual Preferred Stock has no expiration date.

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