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13D Filing: Geode Capital Management LP and Rosehill Resources Inc (ROSE)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
GEODE DIVERSIFIED FUND, A SEGREGATED ACCOUNT OF GEODE CAPITAL MASTER FUND LTD 923,770 9 923,770 11 923,770 13.2 14 TYPE OF REPORTING PERSON (See Instructions) OO Page 2 SCHEDULE 13D CUSIP No. 777385105 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Geode Capital Management LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 923,770 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 923,770 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 923,770 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2 14 TYPE OF REPORTING PERSON (See Instructions) IA Page 3 EXPLANATORY NOTE This Amendment No. 5 to Schedule 13D ( Amendment No. 5 ) relates to the Class A Common Stock, par value 0.0001 per share (the Common Stock ) of Rosehill Resources, Inc., a Delaware corporation (the Issuer). This Amendment No. 5 amends, as set forth below, the Schedule 13D filed by Geode Capital Management LP and certain related parties with respect to the Issuer on July 27, 2017 (the Original Schedule 13D ), as most recently amended by Amendment No. 4 to Schedule 13D, filed on December 21, 2017. The items of the Original Schedule 13D, as amended, are further amended as described herein, and only those items amended are reported herein. Unless otherwise stated herein, the Original Schedule 13D, as amended, remains in full force and effect. Item 5. Interest in Securities of the Issuer Item 5(a)-(c) are hereby amended and restated to read as follows (a) (b) Geode Diversified Fund Amount beneficially owned 923,770 (1) Percent of class 13.2%
Geode Capital Management 923,770 9 923,770 11 923,770

Page 1 of 7 – SEC Filing

Washington, D.C.


Under the Securities Exchange Act of 1934 (Amendment No. 5)*

(Name of Issuer)

Class A Common Stock, par value $0.0001 per

(Title of Class of Securities)

(CUSIP Number)

Geode Capital Management LP
One Post Office

20th Floor
Boston, MA

Tel: (800) 777-6757
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)

January 19, 2018
(Date of Event which
Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box [   ].

Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See 240.13d
-7(b) for other parties to whom copies are to be sent.

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

The information required on 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).

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