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 | 1,987,270 | 9 | 1,987,270 | 11 | 1,987,270 | 24.8 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 1,987,270 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 1,987,270 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,987,270 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) 24.8 14 TYPE OF REPORTING PERSON (See Instructions) IA Page 3 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% |
Geode Capital Management | 1,987,270 | 9 | 1,987,270 | 11 | 1,987,270 |
Page 1 of 7 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
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
20th Floor
Boston, MA
02109
Tel: (800) 777-6757
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
October 13, 2017
(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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Page 2 of 7 – SEC Filing
SCHEDULE 13D
CUSIP No. 777385105 |
1 | NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
GEODE DIVERSIFIED FUND, A SEGREGATED ACCOUNT OF GEODE CAPITAL MASTER FUND LTD | |
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 |
Bermuda |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
1,987,270 | ||
8 | SHARED VOTING POWER | |
9 | SOLE DISPOSITIVE POWER | |
1,987,270 | ||
10 | SHARED DISPOSITIVE POWER | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,987,270 | |
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) |
24.8 | |
14 | TYPE OF REPORTING PERSON (See Instructions) |
OO |
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Page 3 of 7 – SEC Filing
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 |
1,987,270 | ||
8 | SHARED VOTING POWER | |
9 | SOLE DISPOSITIVE POWER | |
1,987,270 | ||
10 | SHARED DISPOSITIVE POWER | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,987,270 | |
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) |
24.8 | |
14 | TYPE OF REPORTING PERSON (See Instructions) |
IA |
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Page 4 of 7 – SEC Filing
Page 3
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 |
(2) | Calculation is based upon 8,027,099 shares of Common |
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Page 5 of 7 – SEC Filing
Page 4
The Fund is the record holder (and may be deemed to be | |
(c) | Exhibit C hereof sets forth the transactions by the |
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.
October 17, 2017 | |
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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Page 6 of 7 – SEC Filing
Page 5
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 1 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.
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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Page 7 of 7 – SEC Filing
Page 6
Exhibit C
Schedule of Transactions
Geode Diversified Fund, a segregated account of Geode Capital
Master Fund Ltd.
Trade Date | Security Name | Amount Bought (Sold) | Avg. Fill | Where and How Effected |
09/28/20171 | ROSEHILL RESOURCES INC | (50,000) | 7.2518 | Open Market |
09/29/20171 | ROSEHILL RESOURCES INC | (15,984) | 8.4136 | Open Market |
10/11/2017 | ROSEHILL RESOURCES INC WRT 11.5 09/16/22 | (55,296) | 1.3038 | Open Market |
10/12/2017 | ROSEHILL RESOURCES INC WRT 11.5 09/16/22 | (8,520) | 1.3017 | Open Market |
10/13/2017 | ROSEHILL RESOURCES INC WRT 11.5 09/16/22 | (5) | 1.4000 | Open Market |
10/16/2017 | ROSEHILL RESOURCES INC | (5,000) | 9.9025 | Open Market |
10/17/2017 | ROSEHILL RESOURCES INC | (5,000) | 9.6015 | Open Market |
1 The delivery of the shares of Common Stock to
complete these sales occured on October 13, 2017.