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^*

GARDNER MICHAEL B

(Last)

(First)

(Middle)

C/O WESTMORELAND RESOURCE PARTNERS, LP

41 SOUTH HIGH STREET, SUITE 3450

(Street)

COLUMBUS

43215-6150

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	SEE REMARKS FOR FULL TITLE

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)

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 (Limited Partnership Interests)	12/31/2014		M		7,213⁽³⁾	A	⁽¹⁾	8,454⁽³⁾	D
Common Units (Limited Partnership Interests)	12/31/2014		F		2,333⁽³⁾	D	$1.004	6,431⁽³⁾⁽⁴⁾	D

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)
Phantom Units	⁽¹⁾	12/31/2014		M			23⁽²⁾⁽³⁾	⁽²⁾	⁽¹⁾	Common Units	23⁽²⁾⁽³⁾	⁽¹⁾	0	D
Phantom Units	⁽¹⁾	12/31/2014		M			229⁽²⁾⁽³⁾	⁽²⁾	⁽¹⁾	Common Units	229⁽²⁾⁽³⁾	⁽¹⁾	0	D
Phantom Units	⁽¹⁾	12/31/2014		M			1,202⁽²⁾⁽³⁾	⁽²⁾	⁽¹⁾	Common Units	1,202⁽²⁾⁽³⁾	⁽¹⁾	0	D
Phantom Units	⁽¹⁾	12/31/2014		M			5,759⁽²⁾⁽³⁾	⁽²⁾	⁽¹⁾	Common Units	5,759⁽²⁾⁽³⁾	⁽¹⁾	0	D

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one common unit. The phantom units do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.

2. Pursuant to a restructuring and related transactions (collectively, the "Reorganization") more fully described in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on December 1, 2014, the unvested phantom units reported on this line item became fully vested upon a change in control and were settled upon vesting in common units (on a one-for-one basis).

3. Gives effect to a 12-to-1 reverse split (the "Reverse Split") of the Issuer's common units that occurred pursuant to the Reorganization.

4. Includes 310 common units (after giving effect to the Reverse Split) issued as a dividend to the holders of the Issuer's common units on a pro rata basis in connection with the Reorganization.

Remarks:

The Reporting Person is Vice President - Legal, General Counsel - Regulatory/Environmental, Assistant Secretary of the Issuer.

	/s/ Daniel M. Maher, Attorney-in-Fact for Michael B. Gardner	12/31/2014
	** 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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