Sec Form 4 Filing - WESTMORELAND COAL Co @ Westmoreland Resource Partners, LP - 2015-08-01

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
WESTMORELAND COAL Co
2. Issuer Name and Ticker or Trading Symbol
Westmoreland Resource Partners, LP [ WMLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9540 SOUTH MAROON CIRCLE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2015
(Street)
ENGLEWOOD, CO80112
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
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
Series A Convertible Units $ 7.54 08/01/2015 P 15,251,989 ( 1 ) ( 2 ) Common Units (representing limited partner interests) 15,251,989 $ 7.54 ( 3 ) 15,251,989 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WESTMORELAND COAL Co
9540 SOUTH MAROON CIRCLE
SUITE 200
ENGLEWOOD, CO80112
X X
Signatures
/s/ Jennifer S. Grafton, Corporate Secretary on behalf of Westmoreland Coal Company 10/16/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Convertible Units are convertible into common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis upon the earlier of (a) the date on which the Issuer first makes a regular quarterly cash distribution with respect to any quarter to holders of Common Units in an amount equal to at least $0.22 per Common Unit, or (b) a change of control of the Issuer.
( 2 )The Series A Convertible Units have no expiration date.
( 3 )The Series A Convertible Units were issued as partial consideration for the Issuer's acquisition from the Reporting Person of 100% of the outstanding equity interests in Westmoreland Kemmerer, LLC.

Remarks:
The Reporting Person owns 100% of Westmoreland Resources GP, LLC, the general partner of the Issuer, and approximately 93.8% of the Issuer's Common Units on a fully diluted basis.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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