Rosehill Resources Form 3 Rosehill Resources / Capital Master Fund Ltd. - Geode Diversified Fund Geode ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Geode Capital Master Fund Ltd. - Geode Diversified Fund

(Last) (First) (Middle)

ONE POST OFFICE SQUARE

20TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2017

3. Issuer Name and Ticker or Trading Symbol
Rosehill Resources Inc. [ ROSE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Right to Buy)	(1)	(1)	Class A Common Stock	1,230,239	11.5	D
8.0% Series A Cumulative Preferred Stock	(2)	(2)	Class A Common Stock	882,087	(2)	D

Explanation of Responses:

1. The warrants become exercisable 30 days after the completion of an initial business combination and expire five years after the completion of such business combination or earlier upon redemption or liquidation

2. The 8.000% Series A Cumulative Perpetual Preferred Stoc is convertible, at the holder's option and at any time, initially into 86.9565 shares of Class A Common Stock (which is equivalent to an initial conversion price of approximately $11.50 per share). The 8.000% Series A Cumulative Perpetual Preferred Stock has no expiration date.

	/s/ Jeffrey S. Miller, COO, Geode Capital Management LP, as manager	07/26/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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