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* Rosecliff Acquisition Sponsor I LLC (Last) (First) (Middle) C/O ROSECLIFF ACQUISITION CORP I 767 5TH AVENUE, 34TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/11/2021	3. Issuer Name and Ticker or Trading Symbol Rosecliff Acquisition Corp I [ RCLF ]
		4. 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	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
Class B common stock	(1)	(1)	Class A common stock	6,195,000	(1)	D(2)

1. Name and Address of Reporting Person* Rosecliff Acquisition Sponsor I LLC (Last) (First) (Middle) C/O ROSECLIFF ACQUISITION CORP I 767 5TH AVENUE, 34TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Murphy Michael Patrick (Last) (First) (Middle) C/O ROSECLIFF ACQUISITION CORP I 767 5TH AVENUE, 34TH FLOOR (Street) NEW YORK NY 10153 (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. 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.

	/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
	/s/ Michael Murphy	02/11/2021
	** Signature of Reporting Person	Date
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