NATURAL RESOURCE PARTNERS LP — Director's Dealing 2013

Jan 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2013-01-23

Reporting Person: Cline Christopher (Controls entity with director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-23	Common Units	P	756914	$19.8173	Acquired	756914	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	4902410	Direct

Footnotes

F1: On January 23, 2013, Cutlass Collieries LLC ("Cutlass") purchased 756,914 ("Purchased Units") common units ("Common Units") of Natural Resource Partners L.P. (the "Company") directly from the Company for an aggregate purchase price of $15,000,000. Accordingly, Cutlass is the record holder of the Purchased Units. Insight Resource, LLC is the managing member of Cutlass. Cline Resource and Development Company is the managing member of Insight Resource, LLC and Christopher Cline is the sole shareholder and sole director of Cline Resource and Development Company. Accordingly, each of Christopher Cline, Cline Resource and Development Company, Insight Resource, LLC, and Cutlass are deemed to share voting and dispositive control over the Common Units held of record by Cutlass.

F2: Christopher Cline is the owner of record of 4,902,410 Common Units.

F3: Christopher Cline is the direct and indirect beneficial owner of 5,659,324 Common Units in the aggregate, which amount consists of the indirect beneficial ownership of the Purchased Units referenced in footnote (1) above, as well as the direct beneficial ownership of the 4,902,410 Common Units of the Company owned of record by Christopher Cline referenced in footnote (2) above.