NATURAL RESOURCE PARTNERS LP — Director's Dealing 2011

Feb 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2011-02-10

Reporting Person: WALL KEVIN F (Executive VP-Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-13	Common Units	M	6000	—	Acquired	7500	Direct
2011-02-13	Common Units	D	6000	$35.44	Disposed	1500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-13	Phantom Units	$	M	6000	Disposed	2011-02-13	Common Units (6000)	Direct
2011-02-10	Phantom Units	$	A	9000	Acquired	2015-02-10	Common Units (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2012-02-22	Common Units (7000)	7000	Direct
Phantom Units	$	2013-02-12	Common Units (8000)	8000	Direct
Phantom Units	$	2014-02-11	Common Units (8000)	8000	Direct

Footnotes

F1: The 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.

F2: Mr. Wall disclaims beneficial ownership of these securities.

F3: The phantom units were originally granted to the reporting person under the issuer's long term incentive plan.

F4: As 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.

F5: The 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.

F6: Award 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.