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