NATURAL RESOURCE PARTNERS LP — Director's Dealing 2021

Mar 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2021-03-01

Reporting Person: ROBERTSON CORBIN J JR (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Common Units	M	37851	—	Acquired	543712	Direct
2021-03-01	Common Units	F	14894	$17.63	Disposed	528818	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Phantom Units	$	M	14393	Acquired		Common Units (14393)	Direct
2021-03-01	Phantom Units	$	M	23458	Acquired		Common Units (23458)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	1727986	Indirect
Common Units	156000	Indirect
Common Units	11021	Indirect
Common Units	5293	Indirect
Common Units	5234	Indirect

Footnotes

F1: Common units were issued upon conversion of phantom units previously awarded under the issuer's long-term incentive plan ("LTIP") as further described in notes (6) and (7) below.

F2: The general partner of Western Pocahontas Properties Limited Partnership is Western Pocahontas Corporation, a corporation controlled by the reporting person. The reporting person also holds indirect limited partner interests in Western Pocahontas Properties Limited Partnership. All the common units owned by Western Pocahontas Properties Limited Partnership are reported on this line. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F3: The general partner of NRP (GP) LP is GP Natural Resource Partners LLC. The reporting person is the sole member of Robertson Coal Management, which is the sole member of GP Natural Resource Partners LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein

F4: The reporting person is the controlling shareholder of Western Pocahontas Corporation and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F5: The reporting person is the controlling shareholder of GNP Management Corporation and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F6: Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2018 under the issuer's LTIP. Phantom units vested on the third anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date.

F7: Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2020 under the issuer's LTIP. One-third of the phantom units vested on the first anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2020 award will vest in substantially equal installments on the second and third anniversaries of the grant date.