NATURAL RESOURCE PARTNERS LP — Director's Dealing 2016

Aug 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2016-08-30

Reporting Person: KARN ROBERT B III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-30	Common Units	D	32	$18.7601	Disposed	0	Indirect
2016-08-30	Common Units	D	32	$18.7601	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2017-02-13	Common Units (370)	370	Direct
Phantom Units	$	2018-02-12	Common Units (389)	389	Direct
Phantom Units	$	2019-02-11	Common Units (410)	410	Direct

Footnotes

F1: All units reported on this Form 4 have been adjusted to reflect the 1-for-10 reverse unit split that was effective February 18, 2016.

F2: Mr. Karn disclaims beneficial ownership of these securities.

F3: The phantom units were originally granted to the reporting person under the issuer's long term incentive plan and have been adjusted to reflect the 1-for-10 reverse unit split that was effective February 18, 2016.

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 preceding 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.