Sec Form 4 Filing - Miller Joseph R. III @ Rhino Resource Partners LP - 2012-04-05

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
Miller Joseph R. III
2. Issuer Name and Ticker or Trading Symbol
Rhino Resource Partners LP [ RNO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Secretary & Gen Counsel
(Last) (First) (Middle)
424 LEWIS HARGETT CIRCLE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2012
(Street)
LEXINGTON, KY40503
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 representing limited partner interests 04/05/2012 C 813 A 813 D
Common Units representing limited partner interests 04/05/2012 J( 2 ) 256 D $ 17.64 557 D
Common Units representing limited partner interests 04/05/2012 J( 1 ) 557 D $ 17.64 0 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 with DERs ( 1 ) 04/05/2012 C 813 04/05/2012 04/05/2012 Common Units 813 ( 1 ) 2,439 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller Joseph R. III
424 LEWIS HARGETT CIRCLE, SUITE 250
LEXINGTON, KY40503
VP, Secretary & Gen Counsel
Signatures
/s/ Joseph R. Miller, III 04/10/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Phantom Unit is the economic equivalent of one common unit representing a limited partner interest in Rhino Resource Partners LP (the "Partnership") and is accompanied by a Distribution Equivalent Right entitling the holder to an amount of cash equal to the value of any cash distributions paid on each of the Partnership's common units during the period in which the Phantom Unit is held. One-sixth of the Phantom Units vests every six months, beginning with the six-month anniversary of the date of grant. On April 5 2012, the board of directors of Rhino GP LLC determined to settle 813 of the reporting person's phantom units for cash.
( 2 )Represents common units withheld pursuant to a mandatory tax withholding obligation.

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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