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

CUSIP No.  49877M108

SCHEDULE 13D

Page 9 of 16 Pages

Issuer as they deem appropriate, including, without limitation, proposing or nominating director candidates to the Board, proposing changes in the operations, governance, capitalization (including, without limitation, implementing a share buyback program involving open market purchases, private transactions and/or some form of tender offer), use of capital, financial metrics, capital allocations, corporate structure, including acquisitions or dispositions of the Issuer, purchasing additional, or selling some or all of, their Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Shares.

Except as set forth in this Schedule 13D, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

(a, b)

The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the Reporting Persons as of the date hereof is set forth below:

Reporting Person	Number of Shares Beneficially Owned (1)	Percentage of Outstanding Shares (8)
Capital Group	8,441,287 (2)	60.8% (5)
Management	8,441,287 (2)	60.8% (5)
Mr. Ulrich	8,441,287 (2)	60.8% (5)
AIO V	4,085,154 (3)	41.9% (6)
AIO V AIV 3	4,356,133 (4)	43.6% (7)

(1)

The beneficial ownership for which each figure is provided in this column is the shared, not sole, power to vote or to direct the vote, and the shared, not sole, power to dispose or to direct the disposition of the Shares.

(2)

This amount includes 3,245,678 Shares issuable upon exercise of Warrants and 4,782,607 Shares issuable upon conversion of shares of Series A Preferred Stock.

(3)

This amount includes 1,570,759 Shares issuable upon exercise of Warrants and 2,314,521 Shares issuable upon conversion of shares of Series A Preferred Stock.

(4)

This amount includes 1,674,919 Shares issuable upon exercise of Warrants and 2,468,086 Shares issuable upon conversion of shares of Series A Preferred Stock.

(5)

Calculation is based upon 13,884,864 Shares outstanding, which is the sum of: (i) 5,856,579 Shares outstanding as of April 28, 2017, as reported by the Issuer in a Form 8-K filed on May 3, 2017, (ii) 3,245,678 Shares that the Reporting Person can acquire upon exercise of Warrants, and (iii) 4,782,607 Shares that the Reporting Person can acquire upon conversion of shares of Series A Preferred Stock.