13D Filing: Anchorage Advisors and Rosehill Resources Inc (ROSE)

Item 1.

SECURITY AND ISSUER

This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the Class A Common Stock, par value $0.0001 per share, (the “Shares”) of Rosehill Resources Inc. (the “Issuer”), whose principal executive offices are located at 16200 Park Row, Suite 300 Houston, Texas, 77084.

Item 2.

IDENTITY AND BACKGROUND

(a-c, f)

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i.

Anchorage Capital Group, L.L.C. (“Capital Group”);

ii.

Anchorage Advisors Management, L.L.C. (“Management”);

iii.

Kevin M. Ulrich (“Mr. Ulrich”);

iv.

Anchorage Illiquid Opportunities V, L.P. (“AIO V”); and

v.

AIO V AIV 3 Holdings, L.P. (“AIO V AIV 3”).

This Statement relates to Shares, including Shares which may be obtained upon exercise of Warrants, each entitling the holder to purchase one Share for $11.50, (“Warrants”) and upon conversion of shares of 8.0% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”), held for the accounts of AIO V and AIO V AIV 3.  Each of AIO V and AIO VAIV is a Delaware limited partnership.  Capital Group, a Delaware limited liability company, is the investment manager to each of AIO V and AIO V AIV 3 and, in such capacity, exercises voting and investment power over the shares held for the accounts of AIO V and AIO V AIV 3.  Management, a Delaware limited liability company, is the sole managing member of Capital Group.  Mr. Ulrich, a citizen of Canada, is the Chief Executive Officer of Capital Group and the senior managing member of Management.

The address of the principal business office of each of the Reporting Persons is c/o Anchorage Capital Group, L.L.C., 610 Broadway, 6th Floor, New York, NY 10012.

(d)	None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The funds used for the purchase of the Shares, Warrants, and Series A Preferred Stock reported herein came from the working capital of AIO V and AIO V AIV 3.