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Filing Details

Accession Number:: 0000929638-19-000031
Form Type:: 13G Filing
Publication Date:: 2019-01-28 16:53:39

Filed By:: Cambrian Capital Limited Partnership
Company:: Petroshare Corp.
Filing Date:: 2019-01-28
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
CamCap Resources Offshore Master Fund	1,260,000	1,260,000	1,260,000	4.5%
CamCap Resources Partners	1,260,000	1,260,000	1,260,000	4.5%
Cambrian Capital	1,260,000	1,260,000	1,260,000	4.5%
Cambrian Capital	1,260,000	1,260,000	1,260,000	4.5%
Ernst von Metzsch	1,260,000	1,260,000	1,260,000	4.5%
Roland von Metzsch	1,260,000	1,260,000	1,260,000	4.5%

Filing

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

	SCHEDULE 13G
	Under the Securities Exchange Act of 1934
	(Amendment No. 1)*

	Petroshare Corp.
	(Name of Issuer)

	Common Stock, par value $0.001 per share
	(Title of Class of Securities)

	71677L106
	(CUSIP Number)

	December 31, 2018
	(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

___________________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CamCap Resources Offshore Master Fund, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [x]
3	SEC Use Only
4	Citizenship or Place of Organization. Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power 0 shares
		6 Shared Voting Power 1,260,000 shares Refer to Item 4 below.
		7 Sole Dispositive Power 0 shares
		8 Shared Dispositive Power 1,260,000 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
11	Percent of Class Represented by Amount in Row (9)* 4.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) PN (Partnership)

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CamCap Resources Partners, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [x]
3	SEC Use Only
4	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power 0 shares
		6 Shared Voting Power 1,260,000 shares Refer to Item 4 below.
		7 Sole Dispositive Power 0 shares
		8 Shared Dispositive Power 1,260,000 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
11	Percent of Class Represented by Amount in Row (9)* 4.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cambrian Capital, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [x]
3	SEC Use Only
4	Citizenship or Place of Organization. Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power 0 shares
		6 Shared Voting Power 1,260,000 shares Refer to Item 4 below.
		7 Sole Dispositive Power 0 shares
		8 Shared Dispositive Power 1,260,000 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
11	Percent of Class Represented by Amount in Row (9)* 4.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) PN (Partnership)

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cambrian Capital, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [x]
3	SEC Use Only
4	Citizenship or Place of Organization. Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power 0 shares
		6 Shared Voting Power 1,260,000 shares Refer to Item 4 below.
		7 Sole Dispositive Power 0 shares
		8 Shared Dispositive Power 1,260,000 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
11	Percent of Class Represented by Amount in Row (9)* 4.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ernst von Metzsch
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [x]
3	SEC Use Only
4	Citizenship or Place of Organization. United States
Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power 0 shares
		6 Shared Voting Power 1,260,000 shares Refer to Item 4 below.
		7 Sole Dispositive Power 0 shares
		8 Shared Dispositive Power 1,260,000 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
11	Percent of Class Represented by Amount in Row (9)* 4.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) IN (Individual)

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Roland von Metzsch
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [x]
3	SEC Use Only
4	Citizenship or Place of Organization. United States
Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power 0 shares
		6 Shared Voting Power 1,260,000 shares Refer to Item 4 below.
		7 Sole Dispositive Power 0 shares
		8 Shared Dispositive Power 1,260,000 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
11	Percent of Class Represented by Amount in Row (9)* 4.5% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) IN (Individual)

Item 1.

(a)	Name of Issuer
	Petroshare Corp.
(b)	Address of Issuer’s Principal Executive Offices
	9635 Maroon Circle, Suite 400 Englewood, Colorado 80112

Item 2.

(a)	Name of Person Filing
	CamCap Resources Offshore Master Fund, L.P. CamCap Resources Partners, LLC Cambrian Capital, L.P. Cambrian Capital, LLC Ernst von Metzsch Roland von Metzsch
(b)	Address of Principal Business Office or, if none, Residence
	230 California Street, Suite 301 San Francisco, CA 94111
(c)	Citizenship
	CamCap Resources Offshore Master Fund, L.P. – Cayman Islands CamCap Resources Partners, LLC – Delaware Cambrian Capital, L.P. – Massachusetts Cambrian Capital, LLC – Massachusetts Ernst von Metzsch – United States Roland von Metzsch – United States
(d)	Title of Class of Securities
	Common Stock
(e)	CUSIP Number
	71677L106

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-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. 78o).
(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
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	[ ]	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)	[ ]	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).

Item 4.

Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount Beneficially Owned***
	CamCap Resources Offshore Master Fund, L.P. - 1,260,000 shares CamCap Resources Partners, LLC - 1,260,000 shares Cambrian Capital, L.P. - 1,260,000 shares Cambrian Capital, LLC - 1,260,000 shares Ernst von Metzsch - 1,260,000 shares Roland von Metzsch - 1,260,000 shares
(b)	Percent of Class
	CamCap Resources Offshore Master Fund, L.P. - 4.5% CamCap Resources Partners, LLC - 4.5% Cambrian Capital, L.P. - 4.5% Cambrian Capital, LLC - 4.5% Ernst von Metzsch - 4.5% Roland von Metzsch - 4.5%
(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote
		CamCap Resources Offshore Master Fund, L.P. - 0 shares CamCap Resources Partners, LLC - 0 shares Cambrian Capital, L.P. - 0 shares Cambrian Capital, LLC - 0 shares Ernst von Metzsch - 0 shares Roland von Metzsch - 0 shares
	(ii)	shared power to vote or to direct the vote
		CamCap Resources Offshore Master Fund, L.P. - 1,260,000 shares CamCap Resources Partners, LLC - 1,260,000 shares Cambrian Capital, L.P. - 1,260,000 shares Cambrian Capital, LLC - 1,260,000 shares Ernst von Metzsch - 1,260,000 shares Roland von Metzsch - 1,260,000 shares
	(iii)	sole power to dispose or to direct the disposition of
		CamCap Resources Offshore Master Fund, L.P. - 0 shares CamCap Resources Partners, LLC - 0 shares Cambrian Capital, L.P. - 0 shares Cambrian Capital, LLC - 0 shares Ernst von Metzsch - 0 shares Roland von Metzsch - 0 shares
	(iv)	shared power to dispose or to direct the disposition of
		CamCap Resources Offshore Master Fund, L.P. - 1,260,000 shares CamCap Resources Partners, LLC - 1,260,000 shares Cambrian Capital, L.P. - 1,260,000 shares Cambrian Capital, LLC - 1,260,000 shares Ernst von Metzsch - 1,260,000 shares Roland von Metzsch - 1,260,000 shares

*** Shares reported herein for CamCap Resources Offshore Master Fund, L.P. (the “CC Resources Master Fund”) represent shares beneficially owned by the CC Resources Master Fund. Shares reported herein for CamCap Resources Partners, LLC (“CCRP”) and for Cambrian Capital, L.P. (“CCLP”) represent shares beneficially owned by the CC Resources Master Fund, for which CCRP and CCLP serve as general partner and investment manager, respectively. Cambrian Capital, LLC (“CCLLC”) is the general partner of CCLP. Ernst von Metzsch and Roland von Metzsch are the managers of each of CCLLC and CCRP, and in such capacities may be deemed to have voting and investment control over the shares reported herein for such entities. Each of the Reporting Persons disclaims beneficial ownership of all shares except to the extent of its pecuniary interest therein.

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 [X].

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

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 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.

Exhibit

1.	Joint Filing Agreement among the Reporting Persons, incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with respect to the Issuer on January 11, 2017.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

January 28, 2019

	CAMCAP RESOURCES OFFSHORE MASTER FUND, L.P. By: CamCam Resources Partners, LLC, Its General Partner By: /s/ Greg Anderson Greg Anderson Chief Financial Officer

	CAMCAP RESOURCES PARTNERS, LLC By: /s/ Roland von Metzsch Roland von Metzsch Manager

	CAMBRIAN CAPITAL, L.P. By: /s/ Greg Anderson Greg Anderson Chief Financial Officer

	CAMBRIAN CAPITAL, LLC By: /s/ Roland von Metzsch Roland von Metzsch Manager

	ERNST VON METZSCH /s/ Ernst von Metzsch

	ROLAND VON METZSCH /s/ Roland von Metzsch