Sec Form 4 Filing - WEXFORD CAPITAL LP @ Rhino Resource Partners LP - 2016-03-17

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
WEXFORD CAPITAL LP
2. Issuer Name and Ticker or Trading Symbol
Rhino Resource Partners LP [ RNO]
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)
411 WEST PUTNAM AVENUE, SUITE 125
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2016
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Subordinated Units ( 1 ) 03/17/2016 S 8,597,487 ( 1 ) ( 1 ) Common Units 8,597,487 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
Subordinated Units ( 1 ) ( 1 ) ( 1 ) Common Units 696,268 696,268 I See Footnote ( 5 )
Subordianted Units ( 1 ) ( 1 ) ( 1 ) Common Units 201,642 201,642 I See Footnote ( 6 )
Subordianted Units ( 1 ) 03/17/2016 S 857,765 ( 1 ) ( 1 ) Common Units 857,765 ( 2 ) 0 I See Footnote ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH, CT06830
X X
Rhino Energy Holdings LLC
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH, CT06830
X
JACOBS JOSEPH
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE, SUITE 125
GREENWICH, CT06830
X
DAVIDSON CHARLES E
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVE.
GREENWICH, CT06830
X
Wexford GP LLC
C/O WEXFORD CAPITAL LP
SUITE 125
GREENWICH, CT06830
X
Signatures
Wexford Capital LP By: Wexford GP LLC, its General Partner By: Arthur H. Amron, Vice President and Assistant Secretary 03/21/2016
Signature of Reporting Person Date
Wexford GP LLC By: Arthur H. Amron, Vice President and Assistant Secretary 03/21/2016
Signature of Reporting Person Date
Joseph M. Jacobs 03/21/2016
Signature of Reporting Person Date
Charles E. Davidson 03/21/2016
Signature of Reporting Person Date
Rhino Energy Holdings LLC By: Arthur Amron, Vice President and Assistant Secretary 03/21/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The subordinated units will convert into common units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the issuer's Partnership Agreement.
( 2 )Rhino Energy Holdings LLC ("REH") and Rhino Resource Holdings LLC ("RRH") received $200,000 for the sale of an aggregate of 9,455,252 subordinated units.
( 3 )This form is jointly filed by Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs"), Wexford GP LLC ("Wexford GP") and REH. The subordinated units shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford, reflect subordinated units that were owned of record by REH. Wexford serves as manager for REH and as such may be deemed to share beneficial ownership of the subordinated units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (4) below).
( 4 )(*continued from Footnote (3) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the subordinated units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any subordinated units beneficially owned by REH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest.
( 5 )Davidson, as the sole managing member of CD Holding Company, LLC and the beneficial owner of Polycomp Trust Company Custodian FBO Charles E. Davidson Roth IRA owns these subordinated units.
( 6 )Jacobs, individually, and as a member of J Jacobs Holdings LLC owns these subordinated units.
( 7 )RRH owned the subordinated units reported on this line. Wexford serves as manager for RRH and as such may be deemed to share beneficial ownership of the subordinated units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the subordinated units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any subordinated units beneficially owned by RRH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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