Filing Details

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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

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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)

(1)	The reported amount includes 208,750 shares issuable upon the exercise of Warrants, 668,174 shares issuable upon conversion of shares of Series A Preferred Stock and 46,846 shares of Common Stock.
(2)	Calculation is based upon 6,979,766 shares of Common Stock outstanding, which is the sum of: (i) 5,856,581 shares of Common Stock outstanding as of November 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 November 14, 2017, (ii) 208,750 shares of Common Stock that the Reporting Persons can acquire upon exercise of Warrants, (iii) 668,174 shares of Common Stock that the Reporting Persons can acquire upon conversion of shares of Series A Preferred Stock, and (iv) 246,261 shares of Common Stock received by the Fund upon conversion of 2,832 shares of Series A Preferred Stock on October 5, 2017, October 16, 2017, December 14, 2017 and December 22, 2017, which have not been included in the number of shares stated in clause (i) of this paragraph.

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	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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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.

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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Exhibit C

Schedule of Transactions

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

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