NATURAL RESOURCE PARTNERS LP — Director's Dealing 2013

Mar 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2013-02-28

Reporting Person: BLAKELY ROBERT T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Units	P	155	$21.80	Acquired	155	Direct
2013-02-28	Common Units	P	1000	$21.82	Acquired	1155	Direct
2013-02-28	Common Units	P	2000	$21.83	Acquired	3155	Direct
2013-02-28	Common Units	P	3845	$21.84	Acquired	7000	Direct
2013-02-28	Common Units	P	2000	$21.85	Acquired	9000	Direct
2013-02-28	Common Units	P	1000	$21.87	Acquired	10000	Direct
2013-02-28	Common Units	P	2000	$21.90	Acquired	12000	Direct
2013-03-01	Common Units	P	708	$21.64	Acquired	12708	Direct
2013-03-01	Common Units	P	1000	$21.70	Acquired	13708	Direct
2013-03-01	Common Units	P	3000	$21.75	Acquired	16708	Direct
2013-03-01	Common Units	P	1000	$21.79	Acquired	17708	Direct
2013-03-01	Common Units	P	2000	$21.80	Acquired	19708	Direct
2013-03-01	Common Units	P	1292	$21.84	Acquired	21000	Direct
2013-03-01	Common Units	P	1500	$21.89	Acquired	22500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2014-02-11	Common Units (3475)	3475	Direct
Phantom Units	$	2015-02-10	Common Units (3580)	3580	Direct
Phantom Units	$	2016-02-14	Common Units (3700)	3700	Direct
Phantom Units	$	2017-02-13	Common Units (3700)	3700	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.