NATURAL RESOURCE PARTNERS LP — Director's Dealing 2014

Oct 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2014-10-14

Reporting Person: ROBERTS KATHY E (VP Investor Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-14	Common Units	P	2272	$10.9191	Acquired	15272	Direct
2014-10-14	Common Units	P	2728	$10.8813	Acquired	18000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2015-02-10	Common Units (5000)	5000	Direct
Phantom Units	$	2016-02-14	Common Units (5500)	5500	Direct
Phantom Units	$	2017-02-13	Common Units (5500)	5500	Direct
Phantom Units	$	2018-02-12	Common Units (5775)	5775	Direct

Footnotes

F1: The phantom units were originally 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 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.