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: ROBERTSON CORBIN J III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Units	M	3475	—	Acquired	1491094	Direct
2014-02-11	Common Units	D	3475	$15.81	Disposed	1487619	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 (Non-Derivative)

Security	Shares	Ownership
Common Units	387	Indirect
Common Units	50461	Indirect
Common Units	26231	Indirect

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, which 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.

F2: Corbin J. Robertson III shares beneficial ownership of 23,973 common units with his spouse, Brooke Robertson.

F3: Corbin J. Robertson III disclaims beneficial ownership of these common units, and this report shall not be deemed an admission that Corbin J. Robertson III is the beneficial owner of such common units for purposes of Section 16 or for any other purpose.

F4: The beneficiary of The Corbin James Robertson III 2009 Family Trust is the family of Corbin J. Robertson III. Corbin J. Robertson III is the Trust Advisor for The Corbin James Robertson III 2009 Family Trust and may be deemed to beneficially own the common units owned by The Corbin James Robertson III 2009 Family Trust.

F5: Corbin J. Robertson III is the controlling Manager of CIII Capital Management, LLC and may be deemed to beneficially own the common units owned by CIII Capital Management, LLC.

F6: The phantom units were granted to the reporting person under the issuer's long-term incentive plan.

F7: 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.

F8: 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.

F9: As described in Footnote 1, 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.