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: ROBERTS KATHY E (VP Investor Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Units	M	4400	—	Acquired	17400	Direct
2012-02-22	Common Units	D	4400	$26.90	Disposed	13000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Phantom Units	$	M	4400	Disposed	2012-02-22	Common Units (4400)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2013-02-12	Common Units (4500)	4500	Direct
Phantom Units	$	2014-02-11	Common Units (4500)	4500	Direct
Phantom Units	$	2015-02-10	Common Units (5000)	5000	Direct
Phantom Units	$	2016-02-14	Common Units (5500)	5500	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: The phantom units were originally 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 preceding 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.

F5: 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.