Sec Form 4 Filing - WOOTEN GREGORY F @ NATURAL RESOURCE PARTNERS LP - 2021-03-01

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
WOOTEN GREGORY F
2. Issuer Name and Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP [ NRP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP, Chief Engineer
(Last) (First) (Middle)
5260 IRWIN
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2021
(Street)
HUNTINGTON, WV25705
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 03/01/2021 M 8,694 A 8,694 D
Common Units 03/01/2021 F 3,986 D $ 17.63 4,708 D
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 ( 2 ) 03/01/2021 M 4,990 ( 2 ) ( 2 ) Common Units 4,990 ( 2 ) 0 D
Phantom Units ( 3 ) 03/01/2021 M 3,704 ( 3 ) ( 3 ) Common Units 3,704 ( 3 ) 7,408 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WOOTEN GREGORY F
5260 IRWIN
HUNTINGTON, WV25705
Sr. VP, Chief Engineer
Signatures
/s/ Greg Wooten 03/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 (2) and (3) below.
( 2 )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.
( 3 )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.

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