Sec Form 3 Filing - Rosecliff Acquisition Sponsor I LLC @ Rosecliff Acquisition Corp I - 2021-02-11

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 Rosecliff Acquisition Sponsor I LLC 2. Issuer Name and Ticker or Trading Symbol Rosecliff Acquisition Corp I [ RCLF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ROSECLIFF ACQUISITION CORP I, 767 5TH AVENUE, 34TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2021 (Street) NEW YORK, NY10153 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

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 Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 6,195,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rosecliff Acquisition Sponsor I LLC C/O ROSECLIFF ACQUISITION CORP I 767 5TH AVENUE, 34TH FLOOR NEW YORK, NY10153 X X Chief Executive Officer Murphy Michael Patrick C/O ROSECLIFF ACQUISITION CORP I 767 5TH AVENUE, 34TH FLOOR NEW YORK, NY10153 X Signatures /s/ Michael Murphy, as the Managing Member of Rosecliff Credit Opportunity Fund I GP, LLC, the General Partner of Rosecliff Credit Opportunity Fund I, L.P. 02/11/2021 Signature of Reporting Person Date /s/ Michael Murphy 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-252478) under the heading "Description of Securities--Founder Shares," the Class B common stock of the issuer, par value $0.0001 per share, will automatically convert into Class A common stock of the issuer, par value $0.0001 per share, at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date. ( 2 )Rosecliff Acquisition Sponsor I LLC ("Sponsor") is the record holder of the shares of Class B common stock reported herein, which include 825,000 shares of Class B common stock that are subject to forfeiture to the extent that the underwriter of the issuer's public offering does not exercise its over-allotment option in full. Rosecliff Credit Opportunity Fund I, L.P ("RSO") is the managing member of Sponsor. Rosecliff Credit Opportunity Fund I GP, LLC ("Fund") is the general partner of RSO. Michael Murphy is the managing member of Fund. As a result of the foregoing, Mr. Murphy may be deemed to beneficially own shares held by Sponsor. Mr. Murphy disclaims beneficial ownership of the shares held by Sponsor except to the extent of his pecuniary interest therein.

Remarks: Exhibit 24.1 - Power of Attorney. Mr. Murphy serves on the board of directors of the issuer and serves as its Chief Executive Officer. On the basis of the relationship between the Sponsor and Mr. Murphy, the Sponsor may be deemed a director by deputization with respect to the issuer for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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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