0000899243-18-001631.txt : 20180122 0000899243-18-001631.hdr.sgml : 20180122 20180122213758 ACCESSION NUMBER: 0000899243-18-001631 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171222 FILED AS OF DATE: 20180122 DATE AS OF CHANGE: 20180122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSEMORE, INC. CENTRAL INDEX KEY: 0001076453 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37712 FILM NUMBER: 18540903 BUSINESS ADDRESS: STREET 1: 1 NORTH CHARLES STREET STREET 2: SUITE 2200 CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4103477080 MAIL ADDRESS: STREET 1: 1 NORTH CHARLES STREET STREET 2: SUITE 2200 CITY: BALTIMORE STATE: MD ZIP: 21201 FORMER NAME: FORMER CONFORMED NAME: ROSEMORE INC DATE OF NAME CHANGE: 20000127 FORMER NAME: FORMER CONFORMED NAME: GATEWAY GATHERING & MARKETING CO DATE OF NAME CHANGE: 19990108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tema Oil & Gas Co CENTRAL INDEX KEY: 0001705168 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37712 FILM NUMBER: 18540902 BUSINESS ADDRESS: STREET 1: 16200 PARK ROW, SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 281-829-3206 MAIL ADDRESS: STREET 1: 16200 PARK ROW, SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77084 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rosehill Resources Inc. CENTRAL INDEX KEY: 0001659122 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 475500436 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16200 PARK ROW STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 713-654-8080 MAIL ADDRESS: STREET 1: 16200 PARK ROW STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: KLR Energy Acquisition Corp. DATE OF NAME CHANGE: 20151123 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-12-22 0 0001659122 Rosehill Resources Inc. ROSE 0001076453 ROSEMORE, INC. 1 NORTH CHARLES ST., #2200 BALTIMORE MD 21202 0 0 1 0 0001705168 Tema Oil & Gas Co 1 NORTH CHARLES ST., #2200 BALTIMORE MD 21202 0 0 1 0 Warrants 2017-12-22 5 J 0 E 750000 D Class A Common 750000 0 D Warrants 2017-12-22 5 J 0 E 750000 A Class A Common 750000 4750000 I By Tema Series A Preferred Stock 2017-12-22 5 J 0 E 18421 A Class A Common 1601826 18421 I By Tema On December 22, 2017, Rosemore, Inc. ("Rosemore") transferred to Tema Oil & Gas Co. ("Tema"), a wholly-owned subsidiary of Rosemore, 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 of the Issuer at an exercise price of $11.50 per share. On December 22, 2017, Rosemore Holdings, Inc.. ("RHoldings"), a wholly-owned subsidiary of Rosemore, transferred to Tema 18,421 shares of 8.000% Series A Cumulative Perpetual Convertible Preferred Stock of the Issuer ("Series A Preferred Stock"). The 18,421 shares of Series A Preferred Stock may initially be converted into 1,601,826 shares of Class A Common Stock in accordance with the terms of the Certificate of Designations. As a result of this transaction, RHoldings will cease to be an equityholder of the Issuer and will no longer be subject to Section 16 filing obligations. Each 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 any time commencing on May 27, 2017 and expiring on April 27, 2022 (or earlier upon redemption or liquidation). Each share of 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. /s/ Paul J. Ebner, President and CEO, Rosemore, Inc. 2018-01-22 /s/ Paul J. Ebner, President, Tema Oil and Gas Company 2018-01-22