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: KARN ROBERT B III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-13	Common Units	M	3000	—	Acquired	8000	Direct
2011-02-13	Common Units	D	3000	$35.44	Disposed	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-13	Phantom Units	$	M	3000	Disposed	2011-02-13	Common Units (3000)	Direct
2011-02-10	Phantom Units	$	A	3000	Acquired	2015-02-10	Common Units (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	317	Indirect
Common Units	317	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2012-02-28	Common Units (3000)	3000	Direct
Phantom Units	$	2013-02-26	Common Units (3000)	3000	Direct
Phantom Units	$	2014-02-11	Common Units (3000)	3000	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.

F2: 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.

F3: Mr. Karn disclaims beneficial ownership of these securities.

F4: The phantom units were granted to the reporting person under the issuer's long-term incentive plan.

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 prior to 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.