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^*

DESBARRES JOHN P

(Last)

(First)

(Middle)

THREE RADNOR CORPORATE CENTER

SUITE 300

(Street)

RADNOR

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN VIRGINIA RESOURCE PARTNERS L P [ PVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2008

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	12/29/2008		M		24,122	A	⁽¹⁾	56,122	D
Common Units	12/29/2008		M		2,000	A	⁽²⁾	58,122	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)
Deferred Common Units	⁽³⁾	12/29/2008		M			24,122	⁽⁴⁾	⁽⁵⁾	Common Units	24,122	⁽⁵⁾	2,000	D
Deferred Common Units	⁽³⁾	12/29/2008		M			2,000	⁽⁶⁾	⁽⁵⁾	Common Units	2,000	⁽⁵⁾	0	D

Explanation of Responses:

1. 24,122 deferred common units representing limited partner interests converted into an equal number of common units on December 29, 2008 pursuant to the Penn Virginia Resource GP, LLC Fourth Amended and Restated Long Term Incentive Plan (the "Plan"). Penn Virginia Resource GP, LLC is the general partner of the Issuer (the "General Partner").

2. 2,000 deferred common units representing limited partner interests converted into an equal number of common units on December 29, 2008 pursuant to the General Partner's Amended and Restated Non-Employee Directors Deferred Compensation Plan (the "Deferred Plan").

3. Each deferred common unit was the economic equivalent of one common unit of the Issuer.

4. The deferred common units convert to common units automatically upon the occurrence of certain events described in the Plan.

5. Not applicable.

6. The deferred common units convert to common units automatically upon the occurrence of certain events described in the Deferred Plan.

	Nancy M. Snyder as power of attorney	12/31/2008
	** 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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