ROSEMORE, INC. 4
4 · Rosehill Resources Inc. · Filed Jan 22, 2018
Insider Transaction Report
Form 4
ROSEMORE, INC.
10% Owner
Transactions
- Other
Warrants
2017-12-22+750,000→ 4,750,000 total(indirect: By Tema)→ Class A Common (750,000 underlying) - Other
Warrants
2017-12-22−750,000→ 0 total→ Class A Common (750,000 underlying) - Other
Series A Preferred Stock
2017-12-22+18,421→ 18,421 total(indirect: By Tema)→ Class A Common (1,601,826 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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).
- [F4]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.