13G Filing: AQR Capital Management and Rosehill Resources Inc (ROSE)

Page 3 of 4 – SEC Filing

CUSIP No.: 777385105
ITEM 1(a). NAME OF ISSUER:
Rosehill Resources Inc.
f/k/a KLR Energy Acquisition Corp.

ITEM 1(b).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

16200 PARK ROW
SUITE 300
HOUSTON TX 77084

ITEM 2(a).NAME OF PERSON FILING:

(1) AQR Capital Management, LLC
(2) AQR Capital Management Holdings, LLC
(3) CNH Partners, LLC

AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. CNH Partners is deemed to be controlled by AQR Capital Management, LLC

ITEM 2(b).ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

(1) TWO GREENWICH PLAZA
GREENWICH, CT 06830

(2) TWO GREENWICH PLAZA
GREENWICH, CT 06830

(3) TWO GREENWICH PLAZA
GREENWICH, CT 06830

ITEM 2(c).CITIZENSHIP:

(1) Delaware, USA
(2) Delaware, USA
(3) Delaware, USA

ITEM 2(d).TITLE OF CLASS OF SECURITIES:

Class A common stock, par value $0.0001 per share

ITEM 2(e).CUSIP NUMBER:

777385105

ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

(a)

[ ]

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b)

[ ]

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[ ]

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

[ ]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

[X]

An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)

[ ]

An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)

[X]

A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)

[ ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[ ]

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);

(j)

[ ]

A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k)

[ ]

Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:

ITEM 4.OWNERSHIP(a) Amount beneficially owned:695,000*

*200,000 Class A common shares and warrants convertible into 495,000 Class A common shares.(b) Percent of class:10.94%(c) Number of shares as to which the person has:(i) sole power to vote or to direct the vote: (ii) shared power to vote or to direct the vote:AQR Capital Management, LLC – 695,000
AQR Capital Management Holdings, LLC – 695,000
CNH Partners, LLC – 695,000
(iii) sole power to dispose or direct the disposition of: (iv) shared power to dispose or to direct the disposition of:AQR Capital Management, LLC – 695,000
AQR Capital Management Holdings, LLC – 695,000
CNH Partners, LLC – 695,000
ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

AQR Capital Management, LLC serves as the investment manager to the AQR Diversified Arbitrage Fund, an open-end registered investment company, which holds 10.94% of the total listed in item 4(b).

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

See Item 2(a) above.

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

This Item [8] is not applicable.

ITEM 9.NOTICE OF DISSOLUTION OF GROUP:

This Item [9] is not applicable.

ITEM 10.CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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