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

Page 5 of 7 – SEC Filing

Page 4

The Fund is the record holder (and may be deemed to be
the beneficial owner) of 208,750 Warrants, which are exercisable for
208,750 shares of Common Stock, and 7,684 shares of Series A Preferred
Stock, which are convertible into 668,174 shares of Common Stock. Each of
the Reporting Persons may be deemed to be beneficial owners of the
above-referenced 923,770 shares of Common Stock, and exercises ultimate
voting and investment powers over these securities.

(c)

Exhibit C hereof sets forth the transactions by the
Reporting Persons in the securities of the Issuer from the date of the
most recent filing of Schedule 13D up through the date hereof. Except as
otherwise disclosed in Exhibit C, none of the Reporting Persons, nor, to
the best of the Reporting Persons knowledge, any of their respective
executive officers or directors, as applicable, has acquired or disposed
of, any securities of the Issuer from the date of the most recent filing
of Schedule 13D up through the date hereof.

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 23, 2018
Dated
Geode Diversified Fund, a segregated account
of Geode Capital Master Fund Ltd.
By: Geode Capital Management LP, its
investment manager
/s/ Jeffrey S.
Miller
Signature
COO
Name/Title
Geode Capital Management LP
/s/ Jeffrey S.
Miller
Signature
COO
Name/Title

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