Sec Form 4 Filing - ROBERTSON CORBIN J III @ NATURAL RESOURCE PARTNERS LP - 2016-02-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ROBERTSON CORBIN J III
2. Issuer Name and Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP [ NRP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 JEFFERSON, SUITE 3600
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2016
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units ( 1 ) 02/14/2016 M 3,700 A 1,482,916 D ( 2 )
Common Units ( 1 ) 02/14/2016 D 3,700 D $ 1.034 ( 1 ) 1,479,216 D ( 2 )
Common Units 387 I By Spouse ( 3 )
Common Units 50,461 I By The Corbin James Robertson III 2009 Family Trust ( 4 )
Common Units 97,828 I By CIII Capital Management, LLC ( 5 )
Common Units 100,000 I By BHJ Investments, L.P. ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units ( 7 ) ( 10 ) 02/14/2016 M 3,700 02/14/2016 02/14/2016 Common Units 3,700 ( 10 ) 0 D
Phantom Units ( 7 ) ( 8 ) ( 9 ) 02/13/2017 02/13/2017 Common Units 3,700 3,700 D
Phantom Units ( 7 ) ( 8 ) ( 9 ) 02/12/2018 02/12/2018 Common Units 3,885 3,885 D
Phantom Units ( 7 ) ( 8 ) ( 9 ) 02/11/2019 02/11/2019 Common Units 4,100 4,100 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBERTSON CORBIN J III
601 JEFFERSON, SUITE 3600
HOUSTON, TX77002
X
Signatures
Corbin J. Robertson III 02/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Corbin J. Robertson III shares beneficial ownership of 23,973 common units with his spouse, Brooke Robertson.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )BHJ Investments, L.P. is a limited partnership of which the reporting person is the manager of the general partner. The limited partners of BHJ Investments, L.P. are the reporting person, his wife, and a trust formed for the benefit of the reporting person's children in which the reporting person has no pecuniary interest.
( 7 )The phantom units were granted to the reporting person under the issuer's long-term incentive plan.
( 8 )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.
( 9 )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.
( 10 )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.

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