SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. 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)
	3. Date of Earliest Transaction (Month/Day/Year) 12/22/2017
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(3)	12/22/2017	(1)	J(1)	V		750,000	(3)	(3)	Class A Common	750,000	(1)	0	D
Warrants	(3)	12/22/2017	(1)	J(1)	V	750,000		(3)	(3)	Class A Common	750,000	(1)	4,750,000	I	By Tema(1)
Series A Preferred Stock	(4)	12/22/2017	(2)	J(2)	V	18,421		(4)	(4)	Class A Common	1,601,826	(2)	18,421	I	By Tema(2)

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)

Explanation of Responses:

1. 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.

2. 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.

3. 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).

4. 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.

Remarks:

	/s/ Paul J. Ebner, President and CEO, Rosemore, Inc.	01/22/2018
	/s/ Paul J. Ebner, President, Tema Oil and Gas Company	01/22/2018
	** Signature of Reporting Person	Date
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