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NATURAL RESOURCE PARTNERS LP Director's Dealing 2013

May 22, 2013

31999_dirs_2013-05-22_f5a081c1-4d20-4386-b16d-5afcdadf6dd6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2013-05-21

Reporting Person: ROBERTSON CORBIN J III (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-21 Phantom Units $ A 3475 Acquired 2014-02-11 Common Units (3475) Direct
2013-05-21 Phantom Units $ A 3580 Acquired 2015-02-10 Common Units (3580) Direct
2013-05-21 Phantom Units $ A 3700 Acquired 2016-02-14 Common Units (3700) Direct
2013-05-21 Phantom Units $ A 3700 Acquired 2017-02-13 Common Units (3700) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Units 1487619 Direct
Common Units 387 Indirect
Common Units 50461 Indirect
Common Units 26231 Indirect

Footnotes

F1: Corbin J. Robertson III shares beneficial ownership of 23,873 common units with his spouse, Brooke Robertson.

F2: Corbin J. Robertson III disclaims beneficial ownership of these common units, and this report shall not be deemed an admission that Corbin J. Robertson III is the beneficial owner of such common units for purposes of Section 16 or for any other purpose.

F3: The beneficiary of The Corbin James Robertson III 2009 Family Trust is the family of Corbin J. Robertson III. Corbin J. Robertson III is the Trust Advisor for The Corbin James Robertson III 2009 Family Trust and may be deemed to beneficially own the common units owned by The Corbin James Robertson III 2009 Family Trust.

F4: Corbin J. Robertson III is the controlling Manager of CIII Capital Management, LLC and may be deemed to beneficially own the common units owned by CIII Capital Management, LLC.

F5: The phantom units were granted to the reporting person under the issuer's long-term incentive plan.

F6: 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.

F7: 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.