Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934

 

RoseHill Resources Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

777385105

(CUSIP Number)

 

April 27, 2017

(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)

¨

Rule 13d-1(c)

x

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).

 

(Continued on following pages)

(Page 1 of 13 Pages)

 

 

CUSIP No.  777385105

Schedule 13G

Page 2 of 13 Pages

 

1	NAME OF REPORTING PERSONS   THE K2 Principal Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER    -0-
	6	SHARED VOTING POWER     2,567,064 (1)
	7	SOLE DISPOSITIVE POWER    -0-
	8	SHARED DISPOSITIVE POWER  2,567,064 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,567,064 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 32.5% (2)
12	TYPE OF REPORTING PERSON PN

 

 

CUSIP No.  777385105

Schedule 13G

Page 3 of 13 Pages

 

1	NAME OF REPORTING PERSONS   K2 GenPar L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER    -0-
	6	SHARED VOTING POWER    2,567,064 (1)
	7	SOLE DISPOSITIVE POWER    -0-
	8	SHARED DISPOSITIVE POWER 2,567,064 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,567,064 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 32.5% (2)
12	TYPE OF REPORTING PERSON PN

 

 

CUSIP No.  777385105

Schedule 13G

Page 4 of 13 Pages

 

1	NAME OF REPORTING PERSONS   K2 GENPAR 2009 Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER    -0-
	6	SHARED VOTING POWER    2,567,064 (1)
	7	SOLE DISPOSITIVE POWER    -0-
	8	SHARED DISPOSITIVE POWER    2,567,064 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,567,064 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 32.5% (2)
12	TYPE OF REPORTING PERSON CO

 

 

CUSIP No.  777385105

Schedule 13G

Page 5 of 13 Pages

 

1	NAME OF REPORTING PERSONS   SHAWN KIMEL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER    -0-
	6	SHARED VOTING POWER     2,567,064 (1)
	7	SOLE DISPOSITIVE POWER    -0-
	8	SHARED DISPOSITIVE POWER  2,567,064 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,567,064 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 32.5% (2)
12	TYPE OF REPORTING PERSON IN

 

 

CUSIP No.  777385105

Schedule 13G

Page 6 of 13 Pages

 

1	NAME OF REPORTING PERSONS   SHAWN KIMEL INVESTMENTS, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER    -0-
	6	SHARED VOTING POWER     2,567,064 (1)
	7	SOLE DISPOSITIVE POWER    -0-
	8	SHARED DISPOSITIVE POWER     2,567,064 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,567,064 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 32.5% (2)
12	TYPE OF REPORTING PERSON CO

 

 

 

 

CUSIP No.  777385105

Schedule 13G

Page 7 of 13 Pages

 

1	NAME OF REPORTING PERSONS   K2 & ASSOCIATES INVESTMENT MANAGEMENT INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER    -0-
	6	SHARED VOTING POWER     2,567,064 (1)
	7	SOLE DISPOSITIVE POWER    -0-
	8	SHARED DISPOSITIVE POWER     2,567,064 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,567,064 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 32.5% (2)
12	TYPE OF REPORTING PERSON CO

 

 

CUSIP No.  777385105

Schedule 13G

Page 9 of 13 Pages

 

(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 association 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 (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 § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:________________.

 

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.

 

The K2 Principal Fund, L.P.

 

(a)	Amount beneficially owned:	2,567,064 (1)
(b)	Percent of class:	32.5% (2)
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or direct the vote:	0
	(ii)	Shared power to vote or direct the vote:	2,567,064 (1)
	(iii)	Sole power to dispose or direct the disposition of:	0
	(iv)	Shared power to dispose or direct the disposition of:	2,567,064 (1)

 

K2 GenPar L.P.

 

(a)	Amount beneficially owned:	2,567,064 (1)
(b)	Percent of class:	32.5% (2)
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or direct the vote:	0
	(ii)	Shared power to vote or direct the vote:	2,567,064 (1)
	(iii)	Sole power to dispose or direct the disposition of:	0
	(iv)	Shared power to dispose or direct the disposition of:	2,567,064 (1)

 

K2 GenPar 2009 Inc.

 

(a)

Amount beneficially owned:

2,567,064 (1)

 

 

CUSIP No.  777385105

Schedule 13G

Page 10 of 13 Pages

 

(b)	Percent of class:	32.5% (2)
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or direct the vote:	0
	(ii)	Shared power to vote or direct the vote:	2,567,064 (1)
	(iii)	Sole power to dispose or direct the disposition of:	0
	(iv)	Shared power to dispose or direct the disposition of:	2,567,064 (1)

 

Shawn Kimel

 

(a)	Amount beneficially owned:	2,567,064 (1)
(b)	Percent of class:	32.5% (2)
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or direct the vote:	0
	(ii)	Shared power to vote or direct the vote:	2,567,064 (1)
	(iii)	Sole power to dispose or direct the disposition of:	0
	(iv)	Shared power to dispose or direct the disposition of:	2,567,064 (1)

 

Shawn Kimel Investments, Inc.

 

(a)	Amount beneficially owned:	2,567,064 (1)
(b)	Percent of class:	32.5% (2)
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or direct the vote:	0
	(ii)	Shared power to vote or direct the vote:	2,567,064 (1)
	(iii)	Sole power to dispose or direct the disposition of:	0
	(iv)	Shared power to dispose or direct the disposition of:	2,567,064 (1)

 

 

K2 & Associates Investment Management Inc..

 

(a)	Amount beneficially owned:	2,567,064 (1)
(b)	Percent of class:	32.5% (2)
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or direct the vote:	0
	(ii)	Shared power to vote or direct the vote:	2,567,064 (1)
	(iii)	Sole power to dispose or direct the disposition of:	0
	(iv)	Shared power to dispose or direct the disposition of:	2,567,064 (1)

 

(1) This amount includes the 1,165,848 shares issuable upon the exercise of Warrants and 869,565 shares issueable upon conversion of shares of Series A Preferred Stock.

(2) Calculation is based upon 7,900,992 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) 1,165,848 Shares that the Reporting Person can acquire upon exercise of Warrants, and (iii) 869,565 Shares that the Reporting Person can acquire upon conversion of shares of Series A Preferred Stock.

The Issuer's Units are held of record (and may be deemed to be beneficially owned) by The K2 Principal Fund, L.P. See Item 2(a) above for a description of the corporate structure of the Reporting Persons. Each of the Reporting Persons may be deemed to be beneficial owners of the 2,567,064 (1) shares of the Issuer's Units that are held by The K2 Principal Fund, L.P. Mr. Shawn Kimel is president of each of SKI, the GP, GenPar 2009 and K2 and Associates, and exercises ultimate voting and investment powers over the 2,567,064 (1) shares of the Issuer's Units that are held of record by The K2 Principal Fund, L.P

 

 

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 Persons have 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.

 

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.

 

 

CUSIP No.  777385105

Schedule 13G

Page 11 of 13 Pages

 

Item 9.         Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.        Certification.

 

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of his or its 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.

 

 

CUSIP No.  777385105

Schedule 13G

Page 12 of 13 Pages

 

SIGNATURE

 

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

 

Dated: May 9, 2017

 

	THE K2 PRINCIPAL FUND, L.P.
	By:	K2 GENPAR L.P., its General Partner
	By:	K2 GENPAR 2009 INC., its General Partner
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	K2 GENPAR, L.P.
	By:  K2 GENPAR 2009 INC., its General Partner
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	K2 GENPAR 2009 INC.
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	SHAWN KIMEL INVESTMENTS, INC.
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	K2 & ASSOCIATES INVESTMENT MANAGEMENT INC.
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	/s/ Shawn Kimel

  

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

CUSIP No.  777385105

Schedule 13G

Page 13 of 13 Pages

 

 

Exhibit 1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: May 9, 2017

 

	THE K2 PRINCIPAL FUND, L.P.
	By:	K2 GENPAR L.P., its General Partner
	By:	K2 GENPAR 2009 INC., its General Partner
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	K2 GENPAR, L.P.
	By:  K2 GENPAR 2009 INC., its General Partner
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	K2 GENPAR 2009 INC.
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	SHAWN KIMEL INVESTMENTS, INC.
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	/s/ Shawn Kimel
	K2 & ASSOCIATES INVESTMENT MANAGEMENT INC.
	By:	/s/ Shawn Kimel
		Shawn Kimel
		President
	/s/ Shawn Kimel
	Shawn Kimel, in his individual capacity