| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NATURAL RESOURCE PARTNERS LP [ NRP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/14/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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(1) | 02/14/2016 | M | 3,700 | A | (1) | 3,700 | D | |||
| Common Units(1) | 02/14/2016 | D | 3,700 | D | $1.034(1) | 0 | D | |||
| Common Units | 50,000 | I | By Minion Trail, Ltd.(2) | |||||||
| Common Units | 20,000 | I | By Rock Creek Ranch I, Ltd.(3) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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(4) | (7) | 02/14/2016 | M | 3,700 | 02/14/2016 | 02/14/2016 | Common Units | 3,700 | (7) | 0 | D | ||||
| Phantom Units(4) | (5)(6) | 02/13/2017 | 02/13/2017 | Common Units | 3,700 | 3,700 | D | ||||||||
| Phantom Units(4) | (5)(6) | 02/12/2018 | 02/12/2018 | Common Units | 3,885 | 3,885 | D | ||||||||
| Phantom Units(4) | (5)(6) | 02/11/2019 | 02/11/2019 | Common Units | 4,100 | 4,100 | D | ||||||||
| Explanation of Responses: |
| 1. The common units were deemed to have been purchased and sold on the date of vesting of the phantom units listed in Table II, which were paid in cash on a one for one basis based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting. |
| 2. Gordy Oil Company is the general partner of Minion Trail, Ltd. Mr. Gordy is the President and sole stockholder of Gordy Oil Company. |
| 3. Mr. Gordy, together with his wife, Glenda J. Gordy, owns a majority interest in Rock Creek Ranch I, Ltd. The remaining portion is owned by his adult children. |
| 4. The phantom units were granted to the reporting person under the issuer's long term incentive plan. |
| 5. The phantom units will be paid in cash based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting. |
| 6. Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each unit will be accrued over the vesting period and paid on vesting. |
| 7. As described in Footnote 1, upon vesting, the phantom units were paid in cash on a one for one basis based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting. |
| Remarks: |
| Russell D. Gordy | 02/17/2016 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
