NATURAL RESOURCE PARTNERS LP — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2014-02-11

Reporting Person: SMITH STEPHEN P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Units	M	3475	—	Acquired	7026.5664	Direct
2014-02-11	Common Units	D	3475	$15.81	Disposed	3551.5664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	Phantom Units	$	M	3475	Disposed	2014-02-11	Common Units (3475)	Direct
2014-02-12	Phantom Units	$	A	3885	Acquired	2018-02-12	Common Units (3885)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 common units were deemed to have been purchased and sold on the date of vesting of the phantom units listed in Table II.

F2: Upon vesting, the phantom units were paid in cash on a one-for-one basis based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting.

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

F4: 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.

F5: 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.