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
X
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*
AIM Oxford Holdings, LLC

(Last) (First) (Middle)
950 TOWER LANE
SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Westmoreland Resource Partners, LP [ WMLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Refer to Remarks Section
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014
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
Subordinated Units (limited partner interests) 12/31/2014 S 6,813,160 D (1) 0 D(2)
Common Units (limited partner interests) 59,095(3) D(2)
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*
AIM Oxford Holdings, LLC

(Last) (First) (Middle)
950 TOWER LANE
SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Refer to Remarks Section
1. Name and Address of Reporting Person*
CARBONE MATTHEW P

(Last) (First) (Middle)
950 TOWER LANE
SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Refer to Remarks Section
1. Name and Address of Reporting Person*
McCown George Edwin

(Last) (First) (Middle)
950 TOWER LANE
SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Refer to Remarks Section
1. Name and Address of Reporting Person*
HELLMAN ROBERT B JR

(Last) (First) (Middle)
950 TOWER LANE
SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Refer to Remarks Section
1. Name and Address of Reporting Person*
AIM Coal Management, LLC

(Last) (First) (Middle)
950 TOWER LANE
SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Refer to Remarks Section
Explanation of Responses:
1. The subordinated units (the "Subordinated Units") were sold in to Westmoreland Coal Company ("Westmoreland") in a private transaction, as part of Westmoreland's purchase of all of the outstanding subordinated units and warrants to purchase subordinated units of the Issuer and all outstanding equity interests in Oxford Resources GP, LLC ("Oxford GP"), the general partner of the Issuer (the "Transaction"). In the Transaction, AIM Oxford Holdings, LLC ("AIM Oxford") sold all of the Subordinated Units and all of its equity interest in Oxford GP (the "General Partner Interest") for total aggregate consideration of $14,668,635.56. The purchase prices for the Subordinated Units and the General Partner Interest were not separately determined.
2. The Common Units are, and the Subordinated Units were, held directly by AIM Oxford. AIM Coal Management, LLC ("AIM Management") is the managing member of AIM Oxford. The managing members of AIM Management, comprised of George E. McCown and Matthew P. Carbone, directors of the Issuer, and Robert B. Hellman Jr., have shared voting and investment power over the units held by AIM Oxford. AIM Management and Messrs. Carbone, Hellman and McCown, joint filers to this Form 4, may be deemed to indirectly own the units held by AIM Oxford, but disclaim beneficial ownership in these units except to the extent of their pecuniary interest therein.
3. Gives effect to a 12-to-1 reverse split of the Common Units that occurred in connection with the Transaction.
Remarks:
Prior to the Transaction, AIM Oxford owned a 65.6% membership interest in Oxford GP. AIM Management is the managing member of AIM Oxford. Messrs. Carbone, Hellman and McCown are the managing members of AIM Management.
/s/ Robert B. Hellman, Authorized Managing Member of AIM Coal Management, LLC, the Managing Member of AIM Oxford Holdings, LLC 01/05/2015
/s/ Matthew P. Carbone 01/05/2015
/s/ George E. McCown 01/05/2015
/s/ Robert B. Hellman 01/05/2015
/s/ Robert B. Hellman, Authorized Managing Member of AIM Coal Management, LLC 01/05/2015
** 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.