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
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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*
ROBERTSON CORBIN J JR

(Last) (First) (Middle)
601 JEFFERSON, SUITE 3600

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP [ NRP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2005
4. If Amendment, Date of 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
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
Common Units 11/14/2005 M 1,307,941 A (1) 4,466,107 I By Western Pocahontas Properties(2)
Common Units 11/14/2005 M 279,016 A (1) 652,731 I By Great Northern Properties Limited Partnership(3)
Common Units 11/14/2005 M 52,226 A (1) 178,333 I By New Gauley Coal Corporation(4)
Common Units 15,770 I By Spouse
Common Units 69,530 I As Trustee of the Frances C. Robertson 1992 Management Trust
Common Units 69,530 I As Trustee of the William K. Robertson 1993 Management Trust
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
Subordinated Units (1) 11/14/2005 M 1,307,941 (1) (1) Common Units 1,307,941 (1) 3,923,824 I By Western Pocahontas Properties Limited Partnership(2)
Subordinated Units (1) 11/14/2005 M 279,016 (1) (1) Common Units 279,016 (1) 837,048 I By Great Northern Properties Limited Partnership(3)
Subordinated Units (1) 11/14/2005 M 52,226 (1) (1) Common Units 52,226 (1) 156,680 I By New Gauley Coal Corporation(4)
Explanation of Responses:
1. The first early conversion of 25% of the subordinated units into common units occurred on November 14, 2005 as set forth in the partnership agreement.
2. These units are beneficially owned by Western Pocahontas Limited Partnership, whose general partner is Western Pocahontas Corporation, a corporation controlled by Mr. Robertson. Mr. Robertson also holds indirect limited partner interests in Western Pocahontas Limited Partnership. All the common and subordinated units owned by Western Pocahontas Properties Limited Partnership are reported by Mr. Robertson. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. These units are beneficially owned by Great Northern Properties Limited Partnership, whose general partner is GNP Management Corporation, a corporation in which Mr. Robertson owns 85% of the common stock. Mr. Robertson also holds indirect limited partnership interests in Great Northern Properties Limited Partnership. All the common and subordinated units owned by Great Northern Properties Limited Partnership are reported by Mr. Robertson. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. These units are beneficially owned by New Gauley Coal Corporation, a corporation controlled by Mr. Robertson. All the common and subordinated units owned by New Gauley Coal Corporation are reported by Mr. Robertson. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therin.
Remarks:
Corbin J. Robertson, Jr. 11/22/2005
** 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.