NATURAL RESOURCE PARTNERS LP — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2012-02-22

Reporting Person: ROBERTSON CORBIN J JR (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Units	M	20000	—	Acquired	200037	Direct
2012-02-22	Common Units	D	20000	$26.90	Disposed	180037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Phantom Units	$	M	20000	Disposed	2012-02-22	Common Units (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	31540	Indirect
Common Units	17279860	Indirect
Common Units	5627120	Indirect
Common Units	56	Indirect
Common Units	110206	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2013-02-12	Common Units (35000)	35000	Direct
Phantom Units	$	2014-02-11	Common Units (33000)	33000	Direct
Phantom Units	$	2015-02-10	Common Units (33000)	33000	Direct
Phantom Units	$	2016-02-14	Common Units (32000)	32000	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: These 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.

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

F4: 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.

F5: 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.

F6: 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.