ROSEMORE, INC. 4
4 · Rosehill Resources Inc. · Filed Dec 27, 2019
Insider Transaction Report
Form 4
ROSEMORE, INC.
10% Owner
Transactions
- Conversion
Class A Common Stock
2019-12-26+14,100,000→ 14,100,000 total(indirect: See Footnote) - Conversion
Class B Common Stock
2019-12-26−14,100,000→ 15,707,692 total(indirect: See Footnote)→ Class A Common Stock (14,100,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]These shares of Class A Common Stock and Class B Common Stock are held by Tema, which is wholly-owned by Rosemore.
- [F3]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.