Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on August 13, 2020

Registration No. 333-231462

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Rosehill Resources Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		90-1184262 (I.R.S. Employer Identification No.)
Inducement Restricted Stock Unit Agreement with David L. French
Inducement Performance Share Unit Agreement with David L. French (Full Title of the Plan)
16200 Park Row, Suite 300 Houston, Texas 77084 [phone] (Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
David L. French President and Chief Executive Officer 16200 Park Row, Suite 300 Houston, Texas 77084 [phone] (Name, address, including zip code and telephone number, including area code, of agent for service) Copy to: Hillary H. Holmes Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, Texas 77002 [phone]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	ý		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 7(a)(2)(b) of the Securities Act. ☐

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (No. 333-231462), filed by Rosehill Resources Inc. (the “Registrant”) with the Securities and Exchange Commission (the “SEC”) on May 14, 2019 (the “Registration Statement”), registering (i) 210,997 shares of Class A Common Stock issuable pursuant to the Inducement Restricted Stock Unit Agreement with David French and (ii) up to 421,994 shares of Class A Common Stock issuable pursuant to the Inducement Performance Share Unit Agreement with David French.

As disclosed on the Registrant’s Current Report on Form 8-K, filed with the SEC on July 27, 2020, the Registrant and Rosehill Operating Company, LLC (“Rosehill Operating”) filed voluntary petitions (the “Chapter 11 Filings”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code through a prepackaged plan of reorganization (the “Plan”) on July 26, 2020. Pursuant to the Plan, all of the Registrant’s common stock, other than interests held by Rosehill Operating and certain other existing interests of Rosehill will be cancelled and receive no recovery.

As a result of the Chapter 11 Filings, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to the Registration Statement. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement, and, in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration any and all securities registered but which remain unsold under the Registration Statement as of the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 13, 2020.

ROSEHILL RESOURCES INC.
By:	/s/ David L. French
Name:	David L. French
Title:	President and Chief Executive Officer (Principal Executive Officer)

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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ David L. French	President and Chief Executive Officer (Principal Executive Officer)	August 13, 2020
David L. French
/s/ R. Craig Owen	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 13, 2020
R. Craig Owen
/s/ Gary Hanna	Chairman of the Board	August 13, 2020
Gary Hanna
/s/ Frank Rosenberg	Director	August 13, 2020
Frank Rosenberg
/s/ Edward Kovalik	Director	August 13, 2020
Edward Kovalik
/s/ Harry Quarls	Director	August 13, 2020
Harry Quarls
/s/ William Mayer	Director	August 13, 2020
William Mayer
/s/ Francis Contino	Director	August 13, 2020
Francis Contino
/s/ Paul J. Ebner	Director	August 13, 2020
Paul J. Ebner