0000899243-19-030119.txt : 20191227 0000899243-19-030119.hdr.sgml : 20191227 20191227180137 ACCESSION NUMBER: 0000899243-19-030119 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191226 FILED AS OF DATE: 20191227 DATE AS OF CHANGE: 20191227 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: 191314362 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: 191314363 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 2019-12-26 0 0001659122 Rosehill Resources Inc. ROSE 0001076453 ROSEMORE, INC. 100 LIGHT ST., SUITE 2500 BALTIMORE MD 21202 0 0 1 0 0001705168 Tema Oil & Gas Co 100 LIGHT ST., SUITE 2500 BALTIMORE MD 21202 0 0 1 0 Class A Common Stock 2019-12-26 4 C 0 14100000 0.00 A 14100000 I See Footnote Class B Common Stock 2019-12-26 4 C 0 14100000 0.00 D Class A Common Stock 14100000 15707692 I See Footnote On 12/26/2019, Tema Oil & Gas Co. ("Tema"), a wholly-owned subsidiary of Rosemore, Inc. ("Rosemore"), exchanged 14,100,000 shares of Class B Common Stock (along with an equivalent number of common units of Rosehill Operating Company, LLC) into 14,100,000 shares of Class A Common Stock in accordance with the Second Amended and Restated Limited Liability Company Agreement of Rosehill Operating Company, LLC. These shares of Class A Common Stock and Class B Common Stock are held by Tema, which is wholly-owned by Rosemore. Upon the closing of the previously reported business combination with Rosehill Resources Inc. (the "Issuer") on April 27, 2017 (the "Business Combination"), Tema received 29,807,692 shares of Class B Common Stock, with each share of Class B Common Stock representing 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 Second Amended and Restated Limited Liability Company Agreement of Rosehill Operating Company, LLC. /s/ Paul J. Ebner, President and CEO, Rosemore, Inc. 2019-12-27 /s/ Paul J. Ebner, President, Tema Oil and Gas Company 2019-12-27