NATURAL RESOURCE PARTNERS LP — Director's Dealing 2015

Feb 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2015-02-10

Reporting Person: Gordy Russell D. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-10	Common Units	M	3580	—	Acquired	3580	Direct
2015-02-10	Common Units	D	3580	$8.9505	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-10	Phantom Units	$	M	3580	Disposed	2015-02-10	Common Units (3580)	Direct
2015-02-11	Phantom Units	$	A	4100	Acquired	2019-02-11	Common Units (4100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	50000	Indirect
Common Units	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2016-02-14	Common Units (3700)	3700	Direct
Phantom Units	$	2017-02-13	Common Units (3700)	3700	Direct
Phantom Units	$	2018-02-12	Common Units (3885)	3885	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: Gordy Oil Company is the general partner of Minion Trail, Ltd. Mr. Gordy is the President and sole stockholder of Gordy Oil Company.

F3: Mr. Gordy, together with his wife, Glenda J. Gordy, owns a majority interest in Rock Creek Ranch I, Ltd. The remaining portion is owned by his adult children.

F4: The phantom units were granted to the reporting person under the issuer's long term incentive plan.

F5: 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.

F6: 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.

F7: 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.