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: Craig Kevin J (VP-Business Development)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Phantom Units	$	A	9000	Acquired	2016-02-14	Common Units (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	5000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2012-02-22	Common Units (5000)	5000	Direct
Phantom Units	$	2013-02-12	Common Units (6000)	6000	Direct
Phantom Units	$	2014-02-11	Common Units (8000)	8000	Direct
Phantom Units	$	2015-02-10	Common Units (8000)	8000	Direct

Footnotes

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