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

Page 4 of 7 – SEC Filing

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EXPLANATORY NOTE: This Amendment No. 1 to Schedule 13D
(“Amendment No. 1”) 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. 1 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”). The items of the
Original Schedule 13D are amended as described herein, and only those items
amended are reported herein. Unless otherwise stated herein, the Original
Schedule 13D 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: 1,987,270 (1)
Percent of class: 24.8% (2)
Number of shares as to which the person has:
   Sole power to vote or direct the vote: 0
           Shared
power to vote or direct the vote:
1,987,270 (1)
   Sole power to dispose or direct the disposition of: 0
           Shared
power to dispose or direct the disposition of:
1,987,270 (1)
Geode Capital Management
LP
Amount beneficially owned: 1,987,270 (1)
Percent of class: 24.8% (2)
Number of shares as to which the person has:
   Sole power to vote or direct the vote: 0
           Shared
power to vote or direct the vote:
1,987,270 (1)
   Sole power to dispose or direct the disposition of: 0
           Shared
power to dispose or direct the disposition of:
1,987,270 (1)
(1)

The reported amount includes 1,166,418 shares issuable
upon the exercise of Warrants, 739,131 shares issuable upon conversion of
shares of Series A Preferred Stock and 81,721 shares of Common
Stock.

(2)

Calculation is based upon 8,027,099 shares of Common
Stock outstanding, which is the sum of: (i) 5,962,245 shares of Common
Stock outstanding as of August 10, 2017, which is the total amount of
Common Stock outstanding as reported in the Issuers Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 15,
2017, (ii) 1,166,418 shares of Common Stock that the Reporting Persons can
acquire upon exercise of Warrants, (iii) 739,131 shares of Common Stock
that the Reporting Persons can acquire upon conversion of shares of Series
A Preferred Stock, and (iv) 159,305 shares of Common Stock received by the
Fund upon conversion of 1,832 shares of Series A Preferred Stock on
October 5, 2017 and October 16, 2017.

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