Edgar Filing: NATURAL RESOURCE PARTNERS LP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HARTZ DAVID M

2. Issuer Name and Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP [NRP]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Oil and Gas

(Last)

(First)

(Middle)

601 JEFFERSON STREET, SUITE 3600

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2014

(Street)

HOUSTON, TX 77002

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

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	01/31/2014		P		25.669 ⁽¹⁾	A	$ 15.539	1,165.32	D ⁽²⁾
Common Units	05/14/2014		P		26.514 ⁽¹⁾	A	$ 15.383	1,191.834	D ⁽²⁾
Common Units	08/14/2014		P		25.704 ⁽¹⁾	A	$ 16.229	1,217.538	D ⁽²⁾
Common Units	11/14/2014		P		33.34 ⁽¹⁾	A	$ 12.782	1,250.878	D ⁽²⁾
Common Units	02/13/2015		P		51.074 ⁽¹⁾	A	$ 8.572	1,301.952	D ⁽²⁾
Common Units	05/14/2015		P		23.154 ⁽¹⁾	A	$ 5.061	1,325.106	D ⁽²⁾
Common Units	08/14/2015		P		42.894 ⁽¹⁾	A	$ 2.737	1,368	D ⁽²⁾
Common Units	10/29/2015		D		1,368 ⁽³⁾	D	$ 1.6849	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Units ⁽⁴⁾

⁽⁵⁾ ⁽⁶⁾

02/14/2016

Common Units

4,000

Phantom Units ⁽⁴⁾

⁽⁵⁾ ⁽⁶⁾

02/13/2017

Common Units

4,000

Phantom Units ⁽⁴⁾

⁽⁵⁾ ⁽⁶⁾

02/12/2018

Common Units

4,200

Phantom Units ⁽⁴⁾

⁽⁵⁾ ⁽⁶⁾

02/11/2019

Common Units

9,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARTZ DAVID M 601 JEFFERSON STREET SUITE 3600 HOUSTON, TX 77002			VP, Oil and Gas

Signatures

David Hartz		12/18/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Purchase made pursuant to an automatic distribution reinvestment feature in the reporting person's brokerage account.
(2)	These common units were owned jointly with Mr. Hartz's spouse.
(3)	These common units were inadvertently disposed of by the reporting person's broker.
(4)	The phantom units were originally 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.

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