SEC Form 4 · accession 0001140361-15-006048

NATURAL RESOURCE PARTNERS LP · NRP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Corbin J Robertson Jr.

Officer — Chairman and CEO · Director · 10% Owner

Period of report

Feb 10, 2015

Accepted (ET)

Feb 12, 2015 · 5:21 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001171486

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Units^F1	Feb 10, 2015	M	33,000	—	A	1,309,727	D
Common Units^F1	Feb 10, 2015	D	33,000	$8.9505	D	1,276,727	D
Common Units	holding	—	—		—	52,339	I	By Spouse
Common Units^F2	holding	—	—		—	17,279,860	I	By Western Pocahontas Properties Limited Partnership
Common Units^F3	holding	—	—		—	5,627,120	I	By Western Bridgeport, Inc.
Common Units^F4	holding	—	—		—	56	I	By QMP Inc.
Common Units^F5	holding	—	—		—	110,206	I	By Western Pocahontas Corporation

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Units^F6,F9	—	Feb 10, 2015	M	33,000	D	Feb 10, 2015	Feb 10, 2015	Common Units	33,000	0	D
Phantom Units^F6,F7,F8	—	Feb 11, 2015	A	36,000	A	Feb 11, 2019	Feb 11, 2019	Common Units	36,000	36,000	D
Phantom Units^F6,F7,F8	—	holding	—	—	—	Feb 14, 2016	Feb 14, 2016	Common Units	32,000	32,000	D
Phantom Units^F6,F7,F8	—	holding	—	—	—	Feb 13, 2017	Feb 13, 2017	Common Units	32,000	32,000	D
Phantom Units^F6,F7,F8	—	holding	—	—	—	Feb 12, 2018	Feb 12, 2018	Common Units	33,600	33,600	D

Explanation of responses

F1The common units were deemed to have been purchased and sold on the date of vesting of the phantom units listed in Table II, which were paid in cash on a one for one basis based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting.
F2These units are beneficially owned by Western Pocahontas Properties Limited Partnership, whose general partner is Western Pocahontas Corporation, a corporation controlled by Mr. Robertson. Mr. Robertson also holds indirect limited partner interests in Western Pocahontas Properties Limited Partnership. All the common units owned by Western Pocahontas Properties Limited Partnership are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F3Mr. Robertson, Jr. is the controlling shareholder of Western Bridgeport, Inc. Mr. Robertson, Jr. disclaims beneficial ownership of the units held by Western Bridgeport, Inc., except to the extent of his pecuniary interest therein.
F4Mr. Robertson, Jr. is the controlling shareholder of QMP, Inc. Mr. Robertson, Jr. disclaims beneficial ownership of the units held by QMP, Inc., except to the extent of his pecuniary interest therein.
F5Mr. Robertson, Jr. is the controlling shareholder of Western Pocahontas Corporation. Mr. Robertson, Jr. disclaims beneficial ownership of the units held by Western Pocahontas Corporation, except to the extent of his pecuniary interest therein.
F6The phantom units were originally granted to the reporting person under the issuer's long term incentive plan.
F7The phantom units will be paid in cash based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting.
F8Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each unit will be accrued over the vesting period and paid on vesting.
F9As described in Footnote 1, upon vesting, the phantom units were paid in cash on a one for one basis based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting.