0001062993-17-004501.txt : 20171018 0001062993-17-004501.hdr.sgml : 20171018 20171017181950 ACCESSION NUMBER: 0001062993-17-004501 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171018 DATE AS OF CHANGE: 20171017 GROUP MEMBERS: GEODE CAPITAL MASTER FUND LTD. - GEODE DIVERSIFIED FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rosehill Resources Inc. CENTRAL INDEX KEY: 0001659122 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 475500436 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89434 FILM NUMBER: 171141454 BUSINESS ADDRESS: STREET 1: 16200 PARK ROW STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 713-654-8080 MAIL ADDRESS: STREET 1: 16200 PARK ROW STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: KLR Energy Acquisition Corp. DATE OF NAME CHANGE: 20151123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEODE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001308055 IRS NUMBER: 562451570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 POST OFFICE SQUARE STREET 2: 20TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-392-8533 MAIL ADDRESS: STREET 1: 1 POST OFFICE SQUARE STREET 2: 20TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: Geode Capital Management LP DATE OF NAME CHANGE: 20041105 SC 13D/A 1 sched13da.htm FORM SC 13D/A Geode Diversified Fund - Schedule 13D/A - Filed by newsfilecorp.com

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 person’s 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

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

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% (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 Issuer’s 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.


Page 4

The Fund is the record holder (and may be deemed to be the beneficial owner) of 1,166,418 Warrants, which are exercisable for 1,166,418 shares of Common Stock, and 8,500 shares of Series A Preferred Stock, which are convertible into 739,131 shares of Common Stock. Each of the Reporting Persons may be deemed to be beneficial owners of the above-referenced 1,987,270 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 60 days prior to the date of the event which requires the filing of this amendment 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 60 days prior to the date of the event which requires the filing of this amendment 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.

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  

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 representative’s 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  

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.