UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)
ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 001-37712

ROSEHILL RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
47-5500436
State or Other Jurisdiction of Incorporation or Organization
 
I.R.S. Employer Identification No.
 
 
 
16200 Park Row, Suite 300, Houston, TX
 
77084
Address of Principal Executive Offices
 
Zip Code

Registrant's telephone number, including area code (281) 675-3400

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock
ROSE
The NASDAQ Capital Market
Class A Common Stock Public Warrants
ROSEW
The NASDAQ Capital Market
Class A Common Stock Public Units
ROSEU
The NASDAQ Capital Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐    No ý 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐    No ý 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ý    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ý
 
Emerging growth company ý  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐    No ý 

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based on the closing price (as reported by the NASDAQ Global Market) of such common stock on the last business day of the registrant’s most recently completed second fiscal quarter (June 20, 2018) was approximately $27.2 million.

As of March 22, 2019, 13,760,136 shares of Class A common stock, par value $0.0001 per share, and 29,807,692 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
    
There are no documents incorporated by reference in this report.






EXPLANATORY NOTE

Rosehill Resources Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Form 10-K/A”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 29, 2019 (the “Original Form 10-K”) solely to add Exhibits 2.1-2.5, 10.4-10.12 and 10.14-10.29 to the Item 15 exhibit list included in the Original Form 10-K. The supplemental exhibits were inadvertently excluded from Item 15 of the Original Form 10-K.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

Except as noted above, this Form 10-K/A does not amend, modify or otherwise update any other information in the Original Form 10-K or reflect any events occurring after the filing of the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K.






Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Consolidated Financial Statements

The consolidated financial statements of the Company and reports of independent registered public accounting firms listed in Section 8 of the Original Form 10-K were filed as a part of the Original Form 10-K.

(2) Consolidated Financial Statement Schedules

All financial statement schedules are omitted because they are either not required, inapplicable or because the required information is presented in the Company’s consolidated financial statements and related notes in the Original Form 10-K.

(3) Exhibits

The following is a complete list of exhibits filed as part of this Form 10-K/A. Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of Regulation S-K.

Exhibit No.
 
Description
2.1
 
2.2
 
2.3
 
2.4
 
2.5
 
3.1
 
3.2
 
3.3
 
3.4
 
3.5
 
4.1
 
4.2
 
4.3
 
4.4
 
4.5
 
10.1
 
10.2
 
10.3
 
10.4
 
10.5
 
10.6
 




10.7
 
10.8
 
10.9
 
10.10
 
10.11
 
10.12
 
10.13
 
10.14
 
10.15
 
10.16
 
10.17
 
10.18
 
10.19
 
10.20
 
10.21
 
10.22
 
10.23
 
10.24
 
10.25
 
10.26
 
10.27
 
10.28
 
10.29*
 
23.1
 
23.2
 
23.3
 
31.1
 
31.2
 
31.3*
 
31.4*
 
32.1
 
32.2
 
99.1
 
99.2
 
99.3
 




101.INS
 
XBRL Instance Document. (14)
101.SCH
 
XBRL Taxonomy Extension Schema. (14)
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase. (14)
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase. (14)
101.PRE
 
XBRL Taxonomy Extension Label Linkbase. (14)
101.LAB
 
XBRL Taxonomy Extension Presentation Linkbase. (14)

 * Filed herewith 
† Indicates a management contract or compensatory plan or arrangement.

(1) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on May 3, 2017.
(2) Incorporated by reference to the Company’s Registration Statement on Form S-1, filed with the Commission on May 11, 2018.
(3) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on December 14, 2017.
(4) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on July 27, 2018.
(5) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on September 12, 2018.
(6) Incorporated by reference to the Company’s Amendment No. 1 to the Registration Statement (File no. 333-209041) on Form S-1/A, filed with the Commission on February 5, 2016.
(7) Incorporated by reference to the Company's Registration Statement (File no. 333-223041) on Form S-1, filed with the Commission on February 14, 2018.
(8) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on March 16, 2016.
(9) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on December 20, 2016.
(10) Incorporated by reference to the Company’s Form 10-Q, filed with the Commission on November 9, 2018.
(11) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on December 22, 2017.
(12) Incorporated by reference to the Company’s Form 10-K, filed with the Commission on April 17, 2018.
(13) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on March 29, 2018.
(14) Incorporated by reference to the Company’s Form 10-K, filed with the Commission on March 29, 2019.
(15) Incorporated by reference to the Company’s Registration Statement (File no. 333-209041) on Form S-1, filed with the Commission on January 19, 2016.
(16) Incorporated by reference to the Company’s Form 8-K, filed with the Commission on May 2, 2018.
(17) Incorporated by reference to the Company's Form 8-K, filed with the Commission on March 29, 2018.
(18) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed with the Commission on August 15, 2017.






SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
ROSEHILL RESOURCES INC.
June 21, 2019
 
 
By:
/s/ David L. French
 
David L. French
 
President and Chief Executive Officer