X0202 4 2005-05-13 0 0001144945 PENN VIRGINIA RESOURCE PARTNERS L P PVR 0000077159 PENN VIRGINIA CORP 100 MATSONFORD ROAD SUITE 300 THREE RADNOR CORPORATE CENTER RADNOR PA 19087 0 0 1 1 100% owner of general partner Common Units 2005-05-13 4 J 0 72 46.1 D 2023066 I Parent company Common Units 2005-06-06 4 J 0 21 47.05 D 2023045 I Parent company Common Units 2005-06-10 4 J 0 100 46 A 2023145 I Parent company Common Units 2005-06-30 4 J 0 21 47.82 D 2023124 I Parent company Common Units 2005-07-14 4 J 0 20 49.85 D 2023104 I Parent company Common Units 2005-07-22 4 J 0 19 51.99 D 2023085 I Parent company Common Units 2005-07-22 4 J 0 200 51.99 D 2022885 I Parent company Common Units 2005-08-15 4 J 0 99 50.32 D 2022786 I Parent company Common Units 2005-09-15 4 J 0 19 51.48 D 2022767 I Parent company Common Units 2005-10-05 4 J 0 19 52.8 D 2022748 I Parent company Common Units 2005-10-24 4 J 0 18 53.77 D 2022730 I Parent company Common Units 2005-11-14 4 M 0 1912470 A 3935200 I Parent company Subordinated Units 2005-11-14 4 M 0 1912470 D Common Units 1912470 3824940 I Parent company Transfer of common units by Penn Virginia Resource GP, LLC, the general partner of the Issuer (the "General Partner"), to certain directors, officers and employees of the General Partner as compensation pursuant to the General Partner's Amended and Restated Long Term Incentive Plan (the "Plan"). Penn Virginia Corporation is the ultimate parent company of Penn Virginia Resource LP Corp. ("LP Corp"), Kanawha Rail Corp. ("KRC") and the General Partner. As such, Penn Virginia Corporation may be deemed to beneficially own the common units and subordinated units held by LP Corp., KRC and the General Partner. In addition, as the ultimate parent company to the General Partner, Penn Virginia Corporation appoints the directors of the General Partner. Return of forfeited common units pursuant to the terms of the Plan. The transaction described herein is also exempt under Rule 16b-6(b) as the conversion of a derivative security, thus Transaction Code C is also applicable. An aggregate of 1,912,470 subordinated units representing limited partner interests owned by LP Corp and KRC converted into an equal number of common units on November 14, 2005 pursuant to the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership dated October 30, 2001 (the "Partnership Agreement"). The conversion rate is 1 for 1. The subordinated units convert to common units automatically upon the occurrence of certain events described in the Partnership Agreement. Not applicable. Nancy M. Snyder, Senior Vice President 2005-11-15