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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549

SCHEDULE 13D

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

ROSEHILL RESOURCES INC.
(Name of Issuer)

Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)

777385105
(CUSIP Number)

Geode Capital Management LP
One Post Office
Square
20^th Floor
Boston, MA
02109
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).

SCHEDULE 13D

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SCHEDULE 13D

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)

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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.

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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
representatives 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).

Exhibit A

JOINT FILING AGREEMENT

The undersigned agree that this Amendment No 3 to the Original
Schedule 13D, and any further amendments thereto, signed by each of the
undersigned shall be, filed on behalf of each of them pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.

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Exhibit C

Schedule of Transactions

Geode Diversified Fund, a segregated account of Geode Capital
Master Fund Ltd.