NATURAL RESOURCE PARTNERS LP — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2012-02-14

Reporting Person: MORIAN S REED (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Phantom Units	$	A	3700	Acquired	2016-02-14	Common Units (3700)	Direct
2012-02-14	Phantom Units	$	A	580	Acquired	2015-02-10	Common Units (580)	Direct
2012-02-14	Phantom Units	$	A	475	Acquired	2014-02-11	Common Units (475)	Direct
2012-02-14	Phantom Units	$	A	375	Acquired	2013-02-26	Common Units (375)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	2091991	Direct
Common Units	600972	Indirect
Common Units	3044937	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
Phantom Units	$	2015-02-10	Common Units (3000)	3000	Direct

Footnotes

F1: The phantom units were granted to the reporting person under the issuer's long-term incentive plan.

F2: 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.

F3: 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.