Sec Form 4 Filing - POPE MARIA M @ POPE RESOURCES LTD PARTNERSHIP - 2018-03-21

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
POPE MARIA M
2. Issuer Name and Ticker or Trading Symbol
POPE RESOURCES LTD PARTNERSHIP [ POPE]
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)
C/O POPE RESOURCES, 19950 7TH AVE NE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2018
(Street)
POULSBO, WA98370
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
Limited Partnership Units 03/21/2018 G 28,095 ( 1 ) D $ 70.58 3,267 D
Limited Partnership Units 03/21/2018 G 28,095 ( 1 ) A $ 70.58 49,307 I By a limited partnership ( 2 )
Limited Partnership Units 03/29/2019 A 131 A $ 66.5 3,398 D
Limited Partnership Units 03/29/2019 J 41,073 ( 3 ) D $ 67 198,244 I By a limited liability company
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POPE MARIA M
C/O POPE RESOURCES
19950 7TH AVE NE, SUITE 200
POULSBO, WA98370
X
Signatures
Sean M. Tallarico, Power of Attorney for Maria M. Pope 04/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a change in beneficial ownership that is exempt under section 16(a)(3)of the Exchange Act.
( 2 )Represents units held by a limited partnership for reporting person's children for which reporting person holds voting and dispositive power by virtue of her position with the limited partnership. The reporting person disclaims beneficial ownership of securities owned by such trust except to the extent of her pecuniary interest therein.
( 3 )The disposition reported herein relates to an adjustment in the Reporting Person's indirect beneficial ownership of a family limited liability company ("Entity") of which the Reporting Person is managing member. In connection with that adjustment, one member of the Entity redeemed such member's ownership interest in the Entity in exchange for a distribution of certain assets held therein, including certain Units attributable to the Reporting Person by virtue of her position as managing member thereof. The adjustment simultaneously had the effect of increasing the percentage interests of all remaining members of the Entity, which resulted in a nominal increase in the pecuniary interest of the Reporting Person in the Units held by the Entity. The number of Units reported in Column 4 reflects the number of Units owned by the Entity after the adjustment, and the Reporting Person disclaims beneficial ownership of such Units except to the extent of her pecuniary interest therein.

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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