NATURAL RESOURCE PARTNERS LP — Director's Dealing 2013

Oct 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2013-10-31

Reporting Person: Gordy Russell D. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-31	Phantom Units	$	A	1000	Acquired	2014-02-11	Common Units (1000)	Direct
2013-10-31	Phantom Units	$	A	3580	Acquired	2015-02-10	Common Units (3580)	Direct
2013-10-31	Phantom Units	$	A	3700	Acquired	2016-02-14	Common Units (3700)	Direct
2013-10-31	Phantom Units	$	A	3700	Acquired	2017-02-13	Common Units (3700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	50000	Indirect
Common Units	20000	Indirect

Footnotes

F1: Gordy Oil Company is the general partner of Minion Trail, Ltd. Mr. Gordy is the President and sole stockholder of Gordy Oil Company.

F2: Mr. Gordy, together with his wife, Glenda J. Gordy, owns a majority interest in Rock Creek Ranch I, Ltd. The remaining portion is owned by his adult children.

F3: The phantom units were 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.