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)
06/09/2011
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 06/09/2011 J 10,743 A (1) 180,037 D
Common Units 31,540 I By Spouse
Common Units 17,279,860 I By Western Pocahontas Properties Limited Partnership(2)
Common Units 06/09/2011 J 524,735 A (3) 5,627,120 I By Western Bridgeport, Inc.(3)
Common Units 06/09/2011 J 4 A (4) 56 I By QMP Inc.(4)
Common Units 06/09/2011 J 8,436 A (5) 110,206 I By Western Pocahontas Corporation(5)
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
Explanation of Responses:
1. Mr. Robertson acquired these units as a result of a distribution of units out of Quintana WPP Holdings L.P., of which Mr. Robertson is a minority limited partner, and Robertson Coal Management LLC, of which Mr. Robertson is sole owner.
2. These units are beneficially owned by Western Pocahontas Properties 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 Properties Limited Partnership. All the common units owned by Western Pocahontas Properties Limited Partnership are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. Western Bridgeport, Inc. acquired these units as a result of a distribution of units out of Western Pocahontas Properties Limited Partnership and Great Northern Properties Limited Partnership, both of which Western Bridgeport, Inc. is a minority limited partner, Mr. Robertson is the controlling partner of Western Bridgeport, Inc. Mr. Robertson disclaims beneficial ownership of the units held by Western Bridgeport Inc. except to the extent of his pecuniary interest therein.
4. QMP, Inc. acquired these units as a result of a distributionof units out of Quintana WPP Holdings L.P., in which QMP, Inc. is the general partner. Mr. Robertson is the controlling shareholder of QMP, Inc. Mr. Robertson disclaims beneficial ownership of the units held by QMP, Inc., except to the extent of his pecuniary interest therein.
5. Western Pocahontas Corporation acquired these units as a result of a distribution of units out of Western Pocahontas Properties Limited Partnership, in which Western Pocahontas Corporation is the general partner, Mr. Robertson is the controlling shareholder of Western Pocahontas Corporation. Mr. Robertson disclaims beneficial ownership of the units held by Western Pocahontas Corporation, except to the extent of his pecuniary interest therein.
Remarks:
Corbin J. Robertson, Jr. 06/10/2011
** 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.