SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ROSEMORE, INC. (Last) (First) (Middle) 1 NORTH CHARLES ST., #2200 (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/27/2017	3. Issuer Name and Ticker or Trading Symbol Rosehill Resources Inc. [ ROSE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(1)	(1)	Class A Common Stock	750,000	(1)	D
Class B Common Stock	(2)	(2)	Class A Common Stock	29,807,692	(2)	I	By Tema
Warrants	(1)	(1)	Class A Common Stock	4,000,000	(3)	I	By Tema
Series A Preferred Stock	(4)	(4)	Class A Common Stock	1,547,826	(4)	I	By RHI

1. Name and Address of Reporting Person* ROSEMORE, INC. (Last) (First) (Middle) 1 NORTH CHARLES ST., #2200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tema Oil & Gas Co (Last) (First) (Middle) 1 NORTH CHARLES ST., #2200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rosemore Holdings, Inc. (Last) (First) (Middle) 1 NORTH CHARLES ST., #2200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Upon the closing of the previously reported business combination with Rosehill Resources Inc. (the "Issuer") on April 27, 2017 (the "Business Combination"), Rosemore, Inc. acquired 750,000 warrants that may be exchanged for shares of Class A Common Stock of the Issuer ("Class A Warrants"). Each Class A Warrant entitles its holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, at our time commencing on May 27, 2017 and expires on April 27, 2022 (which is five years after the Business Combination) or earlier upon redemption or liquidation.

2. Upon the closing of the Business Combination, Tema Oil & Gas Company, a wholly owned subsidiary of Rosemore, Inc. ("Tema"), received 29,807,692 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Rosehill Operating Company, LLC's discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Common Unit of Rosehill Operating Company, LLC, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of Rosehill Operating Company, LLC.

3. Upon the closing of the Business Combination, Tema received 4,000,000 Class A Warrants.

4. Upon the closing of the Business Combination, Rosemore Holdings, Inc., a wholly owned subsidiary of Rosemore, Inc. ("RHI"), purchased 17,800 shares of 8.000% Series A Cumulative Perpetual Convertible Preferred Stock ("Series A Preferred Stock"). Each share Series A Preferred Stock has a liquidation preference of $1,000 per share and is convertible, at the holder's option at any time, initially into 86.9565 shares of the Issuer's Class A common stock (which is equivalent to an initial conversion price of approximately $11.50 per share of Class A common stock), subject to specified adjustments and limitations as set forth in the Certificate of Designations pertaining to such Series A Preferred Stock.

Remarks:

	/s/ Paul J. Ebner, President and CEO, Rosemore, Inc.	05/08/2017
	/s/ Paul J. Ebner, President, Tema Oil and Gas Company	05/08/2017
	/s/ Paul J. Ebner, President and CEO, Rosemore Holdings, Inc.	05/08/2017
	** Signature of Reporting Person	Date
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