Pope Resources LTD Partnership (POPE) Form 4 POPE RESOURCES LTD PARTNERSHIP / JAMES H DAHL ownership change

SEC Form 4

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

DAHL JAMES H

(Last) (First) (Middle)

4314 PABLO OAKS COURT

(Street)

JACKSONVILLE FL 32224

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POPE RESOURCES LTD PARTNERSHIP [ POPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Limited Partnership Units	12/23/2019		P		114	A	$93.25	114	I	By Trustland Partners, LLC(1)
Limited Partnership Units	12/23/2019		P		1,886	A	$92.3(2)	2,000	I	By Trustland Partners, LLC(1)
Limited Partnership Units								36,021	I	By Dahl Family Foundation(3)
Limited Partnership Units								2,836	I	By JHD Traditional IRA(4)
Limited Partnership Units								28,911	I	By KMD Trust(5)
Limited Partnership Units								188,648	I	By IRA Accounts(6)
Limited Partnership Units								6,521	I	By JHD Trust(7)
Limited Partnership Units								170	I	TD IRA(8)
Limited Partnership Units								600	I	WD IRAs(9)
Limited Partnership Units								147,652	D
Limited Partnership Units								102,842	I	By JHD Trust FBO KWD(10)
Limited Partnership Units								21,879	I	By JHD Trust FBO JAD(11)

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 (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

1. Name and Address of Reporting Person^*

DAHL JAMES H

(Last) (First) (Middle)

4314 PABLO OAKS COURT

(Street)

JACKSONVILLE FL 32224

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DAHL WILLIAM L.

(Last) (First) (Middle)

4314 PABLO OAKS COURT

(Street)

JACKSONVILLE FL 32224

(City) (State) (Zip)

Explanation of Responses:

1. Units are held by Trustland Partners, LLC, the manager of which is William L. Dahl.

2. The price reported in Column 4 is a weighted average price. The units were purchased at prices ranging from $92.00 to $92.77 per unit. The reporting persons undertake to provide the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each separate price within the ranges set forth in this Footnote.

3. Units are held by Dahl Family Foundation, Inc., directors of which include James H. Dahl and William L. Dahl. Neither James H. Dahl nor any member of his family has any pecuniary interest in the units held by the Dahl Family Foundation, Inc.

4. Units are held by IRA FBO James H. Dahl, Traditional IRA Account.

5. Units are held by Kathleen M. Dahl Irrevocable Trust, the trustee of which is James H. Dahl.

6. Units are held in two IRA accounts as follows: 54,534 units held by IRA FBO James H. Dahl (ROTH Conversion Account) and 134,114 units held by IRA FBO James H. Dahl (ROTH II Jefferies).

7. Units are owned by the James H. Dahl Irrevocable Trust, 2007, James Schmitt, Trustee.

8. Units are held by IRA custodial accounts for the benefit of Theresa A. Dahl.

9. Units are held by in IRA accounts for the benefit of William L. Dahl.

10. Units are held by James H. Dahl Trust FBO Kathryn Whitten Dahl, the trustee of which is William L. Dahl.

11. Units are held by James H. Dahl Trust FBO James Andrew Dahl, the trustee of which is William L. Dahl.

Remarks:

	/s/ Ivan A. Colao, as Attorney-in-Fact for James H. Dahl and William L. Dahl	12/26/2019
	** 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.