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: Cline Christopher (10% Owner, Owns entity w/ director right)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-02	Common Stock	J	1980156	—	Acquired	2020756	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10596917	Indirect

Footnotes

F1: On October 2, 2012, Adena Minerals, LLC ("Adena") effected an in-kind distribution of 6,049,155 common units (the "Distributed Units") to its sole member, Foresight Reserves, L.P. ("Foresight"), for no additional consideration. Foresight immediately thereafter effected an in-kind distribution of all of the Distributed Units to its direct and indirect owners, for no additional consideration, including the distribution of 1,980,156 common units to Insight Resource, LLC ("Insight"), the general partner of Foresight. Insight immediately thereafter effected an in-kind distribution of 1,980,156 common units to its managing member, Cline Resource and Development Company ("CRDC"), for no additional consideration. CRDC immediately thereafter effected an in-kind distribution of 1,980,156 common units to its sole shareholder, the reporting person, for no additional consideration. [Continued in Footnote 2]

F2: [Footnote 1 continued] The Distributed Units had previously been indirectly beneficially owned by the reporting person through his being deemed to share voting and dispositive control over the common units held of record by Adena.

F3: The number of common units directly beneficially owned by the reporting person includes the 1,980,156 common units referenced in footnote (1) above, as well as 600 common units acquired by the reporting person on or about February 10, 2004 which were omitted from the reporting person's original Form 3 filed on January 12, 2007 and were also omitted from the subsequent Form 4s filed by the reporting person after his original Form 3 was filed.

F4: These common units are owned of record by Adena. The reporting person is deemed to share voting and dispositive control with CRDC, Insight, Foresight and Adena over the common units owned of record by Adena.