SEC FORM 4

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^*

Cline Christopher

(Last)

(First)

(Middle)

C/O CLINE RESOURCE AND DEVELOPMENT COMP

3801 PGA BOULEVARD, SUITE 903

(Street)

PALM BEACH GARDENS

33410

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Controls entity with director

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2013

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)
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	04/04/2013		J⁽¹⁾		756,914⁽¹⁾	D	$0⁽¹⁾	4,917,548⁽²⁾	D⁽²⁾
Common Units	04/04/2013		J⁽¹⁾		15,138⁽¹⁾	A	$0⁽¹⁾	4,917,548⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On April 4, 2013, Cutlass Collieries LLC ("Cutlass"), an entity controlled by Christopher Cline (the "Reporting Person"), effected an in-kind distribution of 756,914 common units (the "Distributed Units") to its direct and indirect owners, for no additional consideration, including the distribution of 15,138 of the Distributed Units to the Reporting Person. The Distributed Units had previously been indirectly beneficially owned by the Reporting Person through his being deemed to share voting and dispositive control over the common units held of record by Cutlass.

2. The number of Common Units directly beneficially owned by the Reporting Person immediately after the distribution of the Distributed Units represents 5,659,324 Common Units beneficially owned by the Reporting Person immediately prior to the distribution of the Distributed Units (consisting of 4,902,410 Common Units owned directly by the Reporting Person and 756,914 Common Units owned indirectly by the Reporting Person by virtue of his control over Cutlass, the record owner of such Common Units), less the distribution of the Distribution Units, plus 15,138 of the Distributed Units that were distributed to the Reporting Person as set forth in footnote (1) above.

Remarks:

Adena Minerals, LLC ("Adena"), a company controlled by the Reporting Person, is entitled to nominate two directors to the board of GP Natural Resource Partners LLC, the general partner of NRP (GP) LP, which is the general partner of the Company.

	/s/ Christopher Cline	04/08/2013
	** 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).
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