NATURAL RESOURCE PARTNERS LP — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2012-10-02

Reporting Person: Fifield J Matthew (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-02	Common Units	J	45847	—	Acquired	45847	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2013-02-26	Common Units (3375)	3375	Direct
Phantom Units	$	2014-02-11	Common Units (3475)	3475	Direct
Phantom Units	$	2015-02-10	Common Units (3580)	3580	Direct
Phantom Units	$	2016-02-14	Common Units (3700)	3700	Direct

Footnotes

F1: On October 2, 2012, Adena Minerals, LLC effected an in-kind distribution of 6,049,155 common units (the "Distributed Units") to its sole member, Foresight Reserves, L.P., for no additional consideration. Foresight Reserves, L.P. immediately thereafter effected an in-kind distribution of all of the Distributed Units to its direct and indirect owners for no additional consideration, including its direct owner Charterwood Holdings LLC. Charterwood Holdings LLC immediately thereafter effected an in-kind distribution of the Distributed Units that it had received to its direct owners for no additional consideration, including the distribution of 45,847 common units to JMF Charterwood, LLC. Mr. Fifield is the sole member of JMF Charterwood, LLC.

F2: The phantom units were granted to the reporting person under the issuer's long-term incentive plan.

F3: 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.

F4: 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.