UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. ___)*
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PetroShare Corp.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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71677L106
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(CUSIP Number)
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November 17, 2015
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
CamCap Resources Offshore Master Fund, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
878,500 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
878,500 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
878,500 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
4.1%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
CamCap Resources Partners, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
878,500 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
878,500 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
878,500 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
4.1%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
CamCap Energy Offshore Master Fund, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
381,500 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
381,500 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
381,500 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
1.8%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
CamCap Energy Partners, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
381,500 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
381,500 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
381,500 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
1.8%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cambrian Capital, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Massachusetts
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,260,000 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,260,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,260,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
5.8%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cambrian Capital, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Massachusetts
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,260,000 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,260,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,260,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
5.8%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ernst von Metzsch
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,260,000 shares
Refer to Item 4 below.
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||
7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,260,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,260,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
5.8%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN (Individual)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Roland von Metzsch
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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|
6 Shared Voting Power
1,260,000 shares
Refer to Item 4 below.
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||
7 Sole Dispositive Power
0 shares
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||
8 Shared Dispositive Power
1,260,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,260,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
5.8%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN (Individual)
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(a)
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Name of Issuer
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PetroShare Corp.
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(b)
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Address of Issuer’s Principal Executive Offices
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7200 S. Alton Way, Suite B-220
Centennial, Colorado 80112
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(a)
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Name of Person Filing
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CamCap Resources Offshore Master Fund, L.P.
CamCap Resources Partners, LLC
CamCap Energy Offshore Master Fund, L.P.
CamCap Energy Partners, LLC
Cambrian Capital, L.P.
Cambrian Capital, LLC
Ernst von Metzsch
Roland von Metzsch
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(b)
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Address of Principal Business Office or, if none, Residence
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50 Osgood Place, Suite 500
San Francisco, CA 94133
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(c)
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Citizenship
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CamCap Resources Offshore Master Fund, L.P. – Cayman Islands
CamCap Resources Partners, LLC – Delaware
CamCap Energy Offshore Master Fund, L.P. – Cayman Islands
CamCap Energy Partners, LLC – Delaware
Cambrian Capital, L.P. – Massachusetts
Cambrian Capital, LLC – Massachusetts
Ernst von Metzsch – United States
Roland von Metzsch – United States
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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71677L106
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership***
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(a)
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Amount Beneficially Owned***
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CamCap Resources Offshore Master Fund, L.P. - 878,500 shares
CamCap Resources Partners, LLC - 878,500 shares
CamCap Energy Offshore Master Fund, L.P. - 381,500 shares
CamCap Energy Partners, LLC - 381,500 shares
Cambrian Capital, L.P. - 1,260,000 shares
Cambrian Capital, LLC - 1,260,000 shares
Ernst von Metzsch - 1,260,000 shares
Roland von Metzsch - 1,260,000 shares
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(b)
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Percent of Class
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CamCap Resources Offshore Master Fund, L.P. - 4.1%
CamCap Resources Partners, LLC - 4.1%
CamCap Energy Offshore Master Fund, L.P. - 1.8%
CamCap Energy Partners, LLC - 1.8%
Cambrian Capital, L.P. - 5.8%
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Cambrian Capital, LLC - 5.8%
Ernst von Metzsch - 5.8%
Roland von Metzsch - 5.8%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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CamCap Resources Offshore Master Fund, L.P. - 0 shares
CamCap Resources Partners, LLC - 0 shares
CamCap Energy Offshore Master Fund, L.P. - 0 shares
CamCap Energy Partners, LLC - 0 shares
Cambrian Capital, L.P. - 0 shares
Cambrian Capital, LLC - 0 shares
Ernst von Metzsch - 0 shares
Roland von Metzsch - 0 shares
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(ii)
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shared power to vote or to direct the vote
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CamCap Resources Offshore Master Fund, L.P. - 878,500 shares
CamCap Resources Partners, LLC - 878,500 shares
CamCap Energy Offshore Master Fund, L.P. - 381,500 shares
CamCap Energy Partners, LLC - 381,500 shares
Cambrian Capital, L.P. - 1,260,000 shares
Cambrian Capital, LLC - 1,260,000 shares
Ernst von Metzsch - 1,260,000 shares
Roland von Metzsch - 1,260,000 shares
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(iii)
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sole power to dispose or to direct the disposition of
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CamCap Resources Offshore Master Fund, L.P. - 0 shares
CamCap Resources Partners, LLC - 0 shares
CamCap Energy Offshore Master Fund, L.P. - 0 shares
CamCap Energy Partners, LLC - 0 shares
Cambrian Capital, L.P. - 0 shares
Cambrian Capital, LLC - 0 shares
Ernst von Metzsch - 0 shares
Roland von Metzsch - 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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CamCap Resources Offshore Master Fund, L.P. - 878,500 shares
CamCap Resources Partners, LLC - 878,500 shares
CamCap Energy Offshore Master Fund, L.P. - 381,500 shares
CamCap Energy Partners, LLC - 381,500 shares
Cambrian Capital, L.P. - 1,260,000 shares
Cambrian Capital, LLC - 1,260,000 shares
Ernst von Metzsch - 1,260,000 shares
Roland von Metzsch - 1,260,000 shares
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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CAMCAP RESOURCES OFFSHORE MASTER FUND, L.P.
By: CamCam Resources Partners, LLC,
Its General Partner
By: /s/ Greg Anderson
Greg Anderson
Chief Financial Officer
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CAMCAP RESOURCES PARTNERS, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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CAMCAP ENERGY OFFSHORE MASTER FUND, L.P.
By: CamCap Energy Partners, LLC,
Its General Partner
By: /s/ Greg Anderson
Greg Anderson
Chief Financial Officer
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CAMCAP ENERGY PARTNERS, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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CAMBRIAN CAPITAL, L.P.
By: /s/ Greg Anderson
Greg Anderson
Chief Financial Officer
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CAMBRIAN CAPITAL, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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ERNST VON METZSCH
/s/ Ernst von Metzsch
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ROLAND VON METZSCH
/s/ Roland von Metzsch
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CAMCAP RESOURCES OFFSHORE MASTER FUND, L.P.
By: CamCam Resources Partners, LLC,
Its General Partner
By: /s/ Greg Anderson
Greg Anderson
Chief Financial Officer
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CAMCAP RESOURCES PARTNERS, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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CAMCAP ENERGY OFFSHORE MASTER FUND, L.P.
By: CamCap Energy Partners, LLC,
Its General Partner
By: /s/ Greg Anderson
Greg Anderson
Chief Financial Officer
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CAMCAP ENERGY PARTNERS, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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CAMBRIAN CAPITAL, L.P.
By: /s/ Greg Anderson
Greg Anderson
Chief Financial Officer
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CAMBRIAN CAPITAL, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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ERNST VON METZSCH
/s/ Ernst von Metzsch
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ROLAND VON METZSCH
/s/ Roland von Metzsch
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