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Sec Form 4 Filing - K2 PRINCIPAL FUND L.P. @ Rosehill Resources Inc. - 2018-04-25

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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)
04/25/2018
(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 04/25/2018 S 1,401 D $ 8.2 405,981 D
Class A Common Stock 04/26/2018 S 50,000 D $ 8.0372 355,981 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 05/27/2017 04/27/2022 Class A Common Stock 1,164,548 1,164,548 D
8% Series A Cumulative Perpetual Preferred Stock ( 1 ) ( 2 ) ( 1 ) Class A Common Stock 929,912 10,694 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
Kimel Shawn
2 BLOOR STREET WEST
SUITE 801
TORONTO, A6M4W 3E2
X
Signatures
/s/ Daniel Gosselin, President, The K2 Principal Fund L.P 04/26/2018
** Signature of Reporting Person Date
/s/ Daniel Gosselin, President, K2 GenPar L.P 04/26/2018
** Signature of Reporting Person Date
/s/ Daniel Gosselin, President, K2 Genpar 2009 Inc. 04/26/2018
** Signature of Reporting Person Date
/s/ Daniel Gosselin, President, Shawn Kimel Investments Inc. 04/26/2018
** Signature of Reporting Person Date
/s/ Daniel Gosselin, President, K2 & Associates Investment Management Inc 04/26/2018
** Signature of Reporting Person Date
/s/ Daniel Gosselin, in his individual capacity 04/26/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred stock is convertible into 86.9565 of Class A common stock and there is no expiration
( 2 )The Series A Preferred stock is convertible into Class A Common stock any time

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.