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*
DAHL JAMES H

(Last) (First) (Middle)
501 RIVERSIDE AVENUE

(Street)
JACKSONVILLE FL 32202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POPE RESOURCES LTD PARTNERSHIP [ POPE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2012
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
Limited Partnership Units 05/17/2012 P 800 A $45.8537 (1) 131,108 I IRA Accounts (2)
Limited Partnership Units 05/17/2012 P 300 A $47.4933 (3) 131,408 I IRA Accounts (2)
Limited Partnership Units 6,471 I By JHD Trust (4)
Limited Partnership Units 146,952 D
Limited Partnership Units 26,411 I By KMD Trust (5)
Limited Partnership Units 102,842 I By JHD Trust FBO KWD (6)
Limited Partnership Units 21,879 I By JHD Trust FBO JAD (7)
Limited Partnership Units 29,250 I By Dahl Family Foundation (8)
Limited Partnership Units 1,075 I By Child (9)
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*
DAHL JAMES H

(Last) (First) (Middle)
501 RIVERSIDE AVENUE

(Street)
JACKSONVILLE FL 32202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DAHL WILLIAM L.

(Last) (First) (Middle)
501 RIVERSIDE AVENUE

(Street)
JACKSONVILLE FL 32202

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $45.50 to $45.99, inclusive. The reporting person undertakes to provide to Pope Resources Limited Partnership, any security holder of Pope Resources Limited Partnership, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
2. The units are held in three IRA accounts as follows: 19,367 units held by IRA FBO James H. Dahl (ROTH Conversion Account); 23,530 units held by IRA FBO James H. Dahl (ROTH II Account); and 88,511 units held by IRA FBO James H. Dahl.
3. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $47.39 to $47.64, inclusive. The reporting person undertakes to provide to Pope Resources Limited Partnership, any security holder of Pope Resources Limited Partnership, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
4. Shares are owned by the James H. Dahl Irrevocable Trust, 2007, James Schmitt, Trustee.
5. Units are held by Kathleen M. Dahl Irrevocable Trust, the trustee of which is James H. Dahl.
6. Units are held by James H. Dahl Trust FBO Kathryn Whitten Dahl, the trustee of which is William L. Dahl.
7. Units are held by James H. Dahl Trust FBO James Andrew Dahl, the trustee of which is William L. Dahl.
8. Units are held by Dahl Family Foundation, the trustee of which is William L. Dahl. Neither James H. Dahl nor any member of his family have any pecuniary interest in the units held by the Dahl Family Foundation, Inc.
9. Shares are owned by an adult member of Mr. Dahl's household. Mr. Dahl disclaims beneficial ownership of these shares.
Remarks:
/s/ Michael B. Kirwan, Attorney-in-Fact for James H. Dahl and William L. Dahl 05/23/2012
** 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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