NATURAL RESOURCE PARTNERS LP — Director's Dealing 2014

Sep 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2014-09-01

Reporting Person: CARTER NICK (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-01	Common Units	M	63800	—	Acquired	87800	Direct
2014-09-01	Common Units	D	63800	$16.11	Disposed	24000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-01	Phantom Units	$	M	63800	Disposed	2014-09-01	Common Units (63800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	210	Indirect

Footnotes

F1: The common units were deemed to have been purchased and sold on the date of vesting of the phantom units listed in Table II. Mr. Carter retired as President and COO of GP Natural Resource Partners LLC, effective September 1, 2014. The Compensation, Nominating and Governance Committee of the Board of Directors of GP Natural Resource Partners LLC decided to accelerate the vesting of all of Mr. Carter's phantom units effective upon the date of his retirement.

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, together with the associated distribution equivalent rights.

F3: The phantom units were granted to the reporting person under the issuer's long term incentive plan.