S-8

As filed with the Securities and Exchange Commission on February 9, 2018

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

_________________

Natural Resource Partners L.P.

(Exact name of registrant as specified in its charter)

Delaware    (State or other jurisdiction of    incorporation or organization)		47-1208855 (I.R.S. Employer Identification No.)
	1201 Louisiana Street, 34th FloorHouston, TX 77002 (713) 751-7507 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________

NATURAL RESOURCE PARTNERS L.P. 2017 LONG TERM INCENTIVE PLAN

(Full title of the plan)

Kathryn S. Wilson GP Natural Resource Partners LLC 1201 Louisiana Street, Suite 1500 Houston, Texas 77002 (713) 751-7507
(Name, address, including zip code, and telephone number, including area code, of agent for service)
		Copies to:
	E. Ramey Layne Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 Tel: (713) 758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer ¨		Accelerated filer x
Non-accelerated filer ¨	(Do not check if smaller reporting company)	Smaller Reporting Company ¨
		Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common units representing limited partner interests	800,000	$28.325	$22,660,000	$2,822

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall be deemed to cover an indeterminate number of additional Common Units that may become issuable as a result of unit splits, unit dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the Plan. The Registrant is filing this Registration Statement to register an aggregate of 800,000 common units representing limited partner interests (the “Common Units”) of Natural Resource Partners L.P. (the “Registrant”) that may be delivered with respect to awards under the Natural Resource Partners L.P. 2017 Long Term Incentive Plan (the “Plan”).

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act based on the average high and low sale prices of a Common Unit, as reported on the New York Stock Exchange on February 6, 2018.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

GP Natural Resource Partners LLC, a Delaware limited liability company (the “Company”), the general partner of NRP GP LP (the “General Partner”), a Delaware limited liability company and the general partner of the Registrant, will provide all participants in the Plan with the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with Rule 428(a)(2) of the Securities Act, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been filed by the Registrant with the Commission and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

(a)    The Registrant’s Annual Report on Form 10-K for the year ending December 31, 2016, filed with the Commission on March 6, 2017;

(b)    The Registrant’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2017, filed with the Commission on May 10, 2017; June 30, 2017, filed with the Commission on August 8, 2017; and September 30, 2017, filed with the Commission on November 8, 2017;

(c)    The Registrant’s Current Reports on Form 8-K, filed with the Commission on February 23, 2017; March 6, 2017; May 10, 2017; August 8, 2017; September 5, 2017; September 28, 2017; December 21, 2017 and January 17, 2018, in each case other than with respect to Items 2.02 and 7.01, as applicable;

(d)    All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and

(e)    The description of the Common Units included under the captions “Cash Distribution Policy,” “Description of Common Units,” “The Partnership Agreement” and “Material Tax Consequences” contained in the Prospectus included in the Registrant’s Registration Statement on Form S-1 originally filed with the Commission on April 19, 2002, which description has been incorporated by reference in Item 1 of the Registrant’s Registration Statement on Form 8-A , filed with the Commissions on September 27, 2002, including any amendment or report filed for the purpose of updating such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and all reports on Form 8-K subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

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Item 6.Indemnification of Directors and Officers.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever. Under the Registrant’s partnership agreement, in most circumstances, the Registrant will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

• the General Partner;

• any departing general partner of the Registrant;

• any person who is or was an affiliate of the General Partner or any departing general partner;

• any person who is or was a member, partner, officer, director, employee, agent or trustee of any of the subsidiaries of the Registrant, a general partner or any departing general partner or any affiliate of any of the subsidiaries of the Registrant, the General Partner or any departing general partner; or

• any person who is or was serving at the request of the General Partner or any departing general partner or any affiliate of the General Partner or any departing general partner as an officer, director, employee, member, partner, agent or trustee of another person.

Any indemnification under these provisions will only be out of the assets of the Registrant. Unless it otherwise agrees in its sole discretion, the General Partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to the Registrant to enable the Registrant to effectuate indemnification. The Registrant is authorized to purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless of whether the Registrant would have the power to indemnify the person against liabilities under its partnership agreement.

The Plan provides that the committee that administers the Plan (the “Committee”) and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Registrant, the Company, the General Partner or any of their respective affiliates; the legal counsel of the Registrant, the Company or the General Partner; independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Registrant, the Company, the General Partner or any of their respective affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

Item 7.Exemption from Registration Claimed.

Not applicable.

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Item 8.Exhibits.

Exhibit Number	Description
4.1	Certificate of Limited Partnership of Natural Resource Partners L.P.(incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on April 19, 2002).
4.2	Fifth Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 6, 2017).
4.4*	Natural Resource Partners L.P. 2017 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 17, 2018).
4.5*	Form of Phantom Unit Award Agreement (Employees and Service Providers).
4.6*	Form of Phantom Unit Award Agreement (Non-Employee Directors).
5.1*	Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
23.1*	Consent of Ernst & Young LLP
23.2*	Consent of Deloitte & Touche LLP
23.3*	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
24.1*	Powers of Attorney (included on the signature page hereof).

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 9, 2018.

NATURAL RESOURCE PARTNERS L.P
By:	NRP (GP) LP
	its general partner
By:	GP NATURAL RESOURCE PARTNERS LLC,
	its general partner
By:	/s/ Corbin J. Robertson, Jr.
	Corbin J. Robertson, Jr.
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Craig W. Nunez, Kathryn S. Wilson and Christopher J. Zolas and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement and the above Power of Attorney have been signed below by the following persons in the capacities indicated on February 9, 2018.

Name	Position
/s/ Corbin J. Robertson, Jr.	Chief Executive Officer and Chairman of the Board of Directors of GP Natural Resource Partners LLC (Principal Executive Officer)
Corbin J. Robertson, Jr.
/s/ Christopher J. Zolas	Chief Financial Officer and Treasurer of GP Natural Resource Partners LLC (Principal Financial Officer)
Christopher J. Zolas
/s/ Jennifer L. Odinet	Chief Accounting Officer of GP Natural Resource Partners LLC (Principal Accounting Officer)
Jennifer L. Odinet

/s/ Russell D. Gordy	Director of GP Natural Resource Partners LLC
Russell D. Gordy
/s/ Jasvinder S. Khaira	Director of GP Natural Resource Partners LLC
Jasvinder S. Khaira
/s/ S. Reed Morian	Director of GP Natural Resource Partners LLC
S. Reed Morian
/s/ Richard A. Navarre	Director of GP Natural Resource Partners LLC
Richard A. Navarre
/s/ Corbin J. Robertson, III	Director of GP Natural Resource Partners LLC
Corbin J. Robertson, III
/s/ Stephen P. Smith	Director of GP Natural Resource Partners LLC
Stephen P. Smith
/s/ Leo A. Vecellio, Jr.	Director of GP Natural Resource Partners LLC
Leo A. Vecellio, Jr.

EX-4.5

Exhibit 4.5

Phantom Unit Award Agreement

(Employees and Service Providers)

This Phantom Unit Award Agreement (this “Agreement”) is made and entered into as of [●] (the “Date of Grant”) by and between GP Natural Resource Partners LLC, a Delawarelimited liability company (“GP LLC”), and [●] (“you” or “Service Provider”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Natural Resource Partners L.P. 2017 Long Term Incentive Plan (the “Plan”).

WHEREAS, Natural Resource Partners L.P., a Delaware limited partnership (the “Partnership”), acting through the Board of Directors of GP LLC (the “Board”), the general partner of NRP (GP) LP, a Delaware limited partnership, the general partner of the Partnership (the “General Partner”), GP LLC has adopted the Plan under which GP LLC is authorized to grant Phantom Units to certain Service Providers of the Partnership;

WHEREAS, the Partnership, in order to induce you to enter into and to continue to dedicate service to the Partnership and to materially contribute to the success of the Partnership, agrees to grant you the Phantom Unit Award;

WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein; and

WHEREAS, you desire to accept the Phantom Unit Award made pursuant to this Agreement.

NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1.The Grant. Subject to the conditions set forth below, the Partnership hereby grants you effective as of the Date of Grant, as a matter of separate inducement but not in lieu of any salary or other compensation for your services to the Partnership, an Award consisting of [●] Phantom Units (the “Phantom Unit Award”) in accordance with the terms and conditions set forth in this Agreement and the Plan, whereby each Phantom Unit represents the right to receive one Unit on the date the Forfeiture Restrictions expire with respect to such Phantom Unit.

2.Phantom Unit Account. The Partnership shall establish and maintain a bookkeeping account on its records for you (a “Phantom Unit Account”) and shall record in such Phantom Unit Account: (a) the number of Phantom Units granted to you, (b) the amount deliverable to you at settlement on account of Phantom Units that have vested and (c) the amount of any distribution equivalent rights credited to you in accordance with Section 5 hereof. You shall not have any interest in any fund or specific assets of the Partnership by reason of this Award or the Phantom Unit Account established for you.

3.Rights of Service Provider. No Units shall be issued to you at the time the grant is made, and you shall not be, nor have any of the rights and privileges of, a unitholder or limited partner of the Partnership with respect to any Phantom Units recorded in the Phantom Unit Account. You shall have no voting rights with respect to the Phantom Units.

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4.Vesting of Phantom Units. The Phantom Units are restricted in that they may be forfeited by the Service Provider and in that they may not, except as otherwise provided in the Plan, be transferred or otherwise disposed of by the Service Provider. Subject to the terms and conditions of this Agreement, the restrictions with respect to the Phantom Unit Award (including any associated DERs) will expire and such Phantom Units will become vested and nonforfeitable on the third anniversary of the Date of Grant; provided, however, that the restrictions will expire on such date only if you remain a service provider to the Partnership or its Affiliates continuously from the Date of Grant through the applicable vesting date.

5.Distribution Equivalent Rights. The Partnership hereby grants to you rights to dividend equivalents with respect to the Phantom Units granted pursuant to this Agreement (“DERs”). The DERs awarded to you under this Section 5 shall entitle you to the payment, with respect to each Unit that is subject to a Phantom Unit granted pursuant to this Agreement that has not been cancelled or forfeited, of an amount in cash equal to the amount of any cash dividend or Unit distribution paid by the GP LLC with respect to one Unit while such Phantom Unit remains outstanding. Such amount shall be subject to the same vesting schedule as the Phantom Unit to which it relates and shall be paid to you in cash on the date that the Phantom Unit to which it relates is settled in accordance with Section 8 hereof. No interest shall be payable or otherwise owed with respect to such DERs for the period of time beginning on the date a distribution is paid to the Partnership’s unitholders and ending on the date the DERs are paid to you pursuant to this Agreement. Any DERs which relate to a Phantom Unit that do not become vested shall be forfeited at the same time the related Phantom Unit is forfeited.

6.Terminations of Services. Except as otherwise provided in Sections 6(a) and (b) below, if your service relationship with the Partnership or any of its Affiliates is terminated for any reason, then the portion of the Phantom Unit Award (and any associated DERs) for which the Forfeiture Restrictions have not lapsed as of the date of termination shall become null and void and such Phantom Units shall be forfeited. The portion of the Phantom Unit Award for which the Forfeiture Restrictions have lapsed as of the date of such termination shall not be forfeited.

a.    Death or Disability. If your service relationship with the Partnership or any of its Affiliates is terminated due to your death or Disability, then the Forfeiture Restrictions on the Phantom Unit Award shall immediately lapse, and the Phantom Unit Award will be fully vested as of such termination. For purposes of this Phantom Unit Award, “Disability” shall have the meaning given such term in any employment agreement between you and the Partnership or its Affiliates. Provided, however, that if there is no existing employment agreement between you and the Partnership or its Affiliates, the term “Disability” shall mean that you are unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

b.    Change of Control. In the event of a Change of Control, the Forfeiture Restrictions on the Phantom Unit Award shall immediately lapse, and the Phantom Unit Award will be fully vested as of the date of such Change of Control.

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7.Leave of Absence. With respect to the Phantom Unit Award, the Partnership may, in its sole discretion, determine that if you are on a leave of absence for any reason, you will be considered to still be a Service Provider to the Partnership or its Affiliates; provided, that rights to the Phantom Unit Award during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

8.Settlement Date; Manner of Settlement. Promptly following the expiration of the Forfeiture Restrictions and upon receipt by the Partnership of any tax withholding as may be required pursuant to Section 9, but in no event later than the first March 15 following the date the Forfeiture Restrictions expire with respect to a Phantom Unit, the Partnership shall deliver to you the number of Units equal to the number of Phantom Units granted to you hereunder as to which the Forfeiture Restrictions have lapsed. In addition, the Partnership shall deliver to you an amount of cash equal to the DERs that relate to the Phantom Units as to which the Forfeiture Restrictions have lapsed. The amounts deliverable pursuant to this Section 8 shall not bear any interest owing to the passage of time.

9.Payment of Taxes. The Partnership may require you to pay to the Partnership (or a Partnership Affiliate if you are a Service Provider to a Partnership Affiliate) an amount the Partnership deems necessary to satisfy its (or its Affiliate’s) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Phantom Unit Award. With respect to any required tax withholding, the Partnership (or its Affiliate) will withhold from the amount deliverable to you under this Agreement the amount necessary or appropriate to satisfy the Partnership’s (or its Affiliate’s) obligation to withhold taxes.

10.Clawback. Notwithstanding any provisions in the Plan or this Agreement to the contrary, any portion of the payments and benefits provided under this Agreement shall be subject to any clawback policy adopted by GP LLC, including any such policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission, and including any such clawback policies adopted with retroactive effect.

11.Right of the Partnership and its Affiliates to Terminate Services. Nothing in this Agreement confers upon you the right to continue as a Service Provider for the Partnership or its Affiliates, or interfere in any way with the rights of the Partnership or its Affiliates to terminate your service relationship at any time.

12.Furnish Information. You agree to furnish to the Partnership all information requested by the Partnership to enable it to comply with any reporting or other requirements imposed upon the Partnership by or under any applicable statute or regulation.

13.No Liability for Good Faith Determinations. The Partnership and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Phantom Unit Award.

14.Executions of Receipts and Releases. Any payment of cash or other property to you, or to your legal representative, heir, legatee or distributee in accordance with the provisions hereof,

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shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Partnership may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

15.No Guarantee of Interests. The Board and the Partnership do not guarantee the Phantom Units from loss or depreciation.

16.Partnership Records. Records of the Partnership or its Affiliates regarding your period of service, termination of service and the reason(s) therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Partnership to be incorrect.

17.Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the Person to whom it is properly addressed or if earlier, the date it is sent via certified United States mail or reputable overnight delivery service (charges prepaid).

18.Waiver of Notice. Any Person entitled to notice hereunder may waive such notice in writing.

19.Successors. The Partnership may assign any of its rights under this Agreement without your consent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of GP LLC, the General Partner and the Partnership. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement and the Forfeiture Restrictions shall be binding upon and enforceable against you and your beneficiaries, executors, administrators and the person(s) to whom the Phantom Unit Award may be transferred by will or the laws of descent or distribution.

20.Tax Consultation. Service Provider acknowledges and agrees that (a) Service Provider is not relying upon any determination by GP LLC, the General Partner, the Partnership, any of their respective Affiliates, or any of their respective employees, directors, officers, attorneys, or agents (collectively, the “Partnership Parties”) of the Fair Market Value of the Units on the Date of Grant, (b) Service Provider is not relying upon any written or oral statement or representation of the Partnership Parties regarding the tax effects associated with your execution of the Agreement and his or her receipt, holding and vesting of the Phantom Unit Award, and (c) in deciding to enter into this Agreement, Service Provider is relying on his or her own judgment and the judgment of the professionals of Service Provider’s choice with whom he or she has consulted. Service Provider hereby releases, acquits and forever discharges the Partnership Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with Service Provider’s execution of the Agreement and his or her receipt, holding and exercise of the Phantom Unit Award.

21.Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision

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shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

22.Partnership or Committee Action. Any action required of GP LLC, the Partnership or the General Partner shall be by resolution of the Board or Committee or by a Person or entity authorized to act by resolution of the Board or Committee.

23.Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

24.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law.

a.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Service Provider hereby consents to receive documents from the Partnership, GP LLC, the General Partner, and any plan administrator by means of electronic delivery, provided that such delivery complies with the rules, regulations and guidance issued by the Securities and Exchange Commission and any other applicable government agency. This consent shall be effective for the entire time that the Service Provider is a participant in the Plan.

25.Consent to Jurisdiction and Venue. You hereby consent and agree that state courts located in Harris County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Partnership (or its Affiliate) arising in connection with the Phantom Unit Award or this Agreement. In any dispute with the Partnership (or its Affiliate), you will not raise, and you hereby expressly waive, any objection or defense to any such jurisdiction as an inconvenient forum.

26.Amendment. This Agreement may be amended by the Board or by the Committee at any time in a manner consistent with Section 7(a) of the Plan.

27.Terms of Agreement. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in this Agreement and the Plan. Except as provided in Section 6 of this Agreement, together, the Agreement and Plan constitute the entire agreement of the parties with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

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IN WITNESS HEREOF, GP LLC has caused this Agreement to be executed by its officer thereto duly authorized, and Service Provider has set his or her hand as to the date and year first written above.

GP Natural Resource Partners LLC,

a Delaware limited liability company

By:    

Name:    

Title:    

[SERVICE PROVIDER NAME]

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EX-4.6

Exhibit 4.6

Phantom Unit Award Agreement

(Non-Employee Director)

This Phantom Unit Award Agreement (this “Agreement”) is made and entered into as of [●] (the “Date of Grant”) by and between GP Natural Resource Partners LLC, a Delawarelimited liability company (“GP LLC”), and [●] (“you” or “Service Provider”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Natural Resource Partners L.P. 2017 Long Term Incentive Plan (the “Plan”).

WHEREAS, Natural Resource Partners L.P., a Delaware limited partnership (the “Partnership”), acting through the Board of Directors of GP LLC (the “Board”), the general partner of NRP (GP) LP, a Delaware limited partnership, the general partner of the Partnership (the “General Partner”), GP LLC has adopted the Plan under which GP LLC is authorized to grant Phantom Units to certain Service Providers of the Partnership;

WHEREAS, the Partnership, in order to induce you to enter into and to continue to dedicate service to the Partnership and to materially contribute to the success of the Partnership, agrees to grant you the Phantom Unit Award;

WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein; and

WHEREAS, pursuant to that certain Natural Resource Partners L.P. 2017 Director Time of Settlement Election Form entered into between GP LLC and Service Provider, effective as of [●] (the “Deferral Election Form”), the Service Provider has elected to receive this Phantom Unit Award; and    

WHEREAS, you desire to accept the Phantom Unit Award made pursuant to this Agreement.

NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1.The Grant. Subject to the conditions set forth below, the Partnership hereby grants you effective as of the Date of Grant, as a matter of separate inducement but not in lieu of any salary or other compensation for your services to the Partnership, an Award consisting of [●] Phantom Units (the “Phantom Unit Award”) in accordance with the terms and conditions set forth in this Agreement and the Plan, whereby each Phantom Unit represents the right to receive one Unit on the date the deferral period, as contained in the Deferral Election Form (the “Deferral Period”) ends with respect to such Phantom Unit.

2.Phantom Unit Account. The Partnership shall establish and maintain a bookkeeping account on its records for you (a “Phantom Unit Account”) and shall record in such Phantom Unit Account: (a) the number of Phantom Units granted to you, (b) the amount deliverable to you at settlement, and (c) the amount of any distribution equivalent rights credited to you in accordance with Section 5 hereof. You shall not have any interest in any fund or specific assets of the Partnership by reason of this Award or the Phantom Unit Account established for you.

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3.Rights of Service Provider. No Units shall be issued to you at the time the grant is made, and you shall not be, nor have any of the rights and privileges of, a unitholder or limited partner of the Partnership with respect to any Phantom Units recorded in the Phantom Unit Account. You shall have no voting rights with respect to the Phantom Units.

4.Vesting and Transferability. The Phantom Units are fully vested upon grant. However, the Phantom Units are restricted in that they may not, except as otherwise provided in the Plan, be transferred or otherwise disposed of by the Service Provider.

5.Distribution Equivalent Rights. The Partnership hereby grants to you rights to dividend equivalents with respect to the Phantom Units granted pursuant to this Agreement (“DERs”). The DERs awarded to you under this Section 5 shall entitle you to the payment, with respect to each Unit that is subject to a Phantom Unit granted pursuant to this Agreement, of an amount in cash equal to the amount of any cash dividend or Unit distribution paid by the GP LLC with respect to one Unit while such Phantom Unit remains outstanding. Such amount shall be paid to you in cash on the date that the Phantom Unit to which it relates is settled in accordance with Section 6 hereof. No interest shall be payable or otherwise owed with respect to such DERs for the period of time beginning on the date a distribution is paid to the Partnership’s unitholders and ending on the date the DERs are paid to you pursuant to this Agreement.

6.Settlement Date; Manner of Settlement. Promptly following the time of settlement set forth in your Deferral Election Form, the Partnership shall deliver to you the number of Units equal to the number of Phantom Units granted to you hereunder as to which the Deferral Period has ended. In addition, the Partnership shall deliver to you an amount of cash equal to the DERs that relate to the Phantom Units being settled. The amounts deliverable pursuant to this Section 6 shall not bear any interest owing to the passage of time.

7.Right of the Partnership and its Affiliates to Terminate Services. Nothing in this Agreement confers upon you the right to continue as a Service Provider for the Partnership or its Affiliates, or interfere in any way with the rights of the Partnership or its Affiliates to terminate your service relationship at any time.

8.Furnish Information. You agree to furnish to the Partnership all information requested by the Partnership to enable it to comply with any reporting or other requirements imposed upon the Partnership by or under any applicable statute or regulation.

9.No Liability for Good Faith Determinations. The Partnership and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Phantom Unit Award.

10.Executions of Receipts and Releases. Any payment of cash or other property to you, or to your legal representative, heir, legatee or distributee in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Partnership may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

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11.No Guarantee of Interests. The Board and the Partnership do not guarantee the Phantom Units from loss or depreciation.

12.Partnership Records. Records of the Partnership or its Affiliates regarding your period of service, termination of service and the reason(s) therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Partnership to be incorrect.

13.Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the Person to whom it is properly addressed or if earlier, the date it is sent via certified United States mail or reputable overnight delivery service (charges prepaid).

14.Waiver of Notice. Any Person entitled to notice hereunder may waive such notice in writing.

15.Successors. The Partnership may assign any of its rights under this Agreement without your consent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of GP LLC, the General Partner and the Partnership. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement shall be binding upon and enforceable against you and your beneficiaries, executors, administrators and the person(s) to whom the Phantom Unit Award may be transferred by will or the laws of descent or distribution.

16.Tax Consultation. Service Provider acknowledges and agrees that (a) Service Provider is not relying upon any determination by GP LLC, the General Partner, the Partnership, any of their respective Affiliates, or any of their respective employees, directors, officers, attorneys, or agents (collectively, the “Partnership Parties”) of the Fair Market Value of the Units on the Date of Grant, (b) Service Provider is not relying upon any written or oral statement or representation of the Partnership Parties regarding the tax effects associated with your execution of the Agreement and his or her receipt, holding and vesting of the Phantom Unit Award, and (c) in deciding to enter into this Agreement, Service Provider is relying on his or her own judgment and the judgment of the professionals of Service Provider’s choice with whom he or she has consulted. Service Provider hereby releases, acquits and forever discharges the Partnership Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with Service Provider’s execution of the Agreement and his or her receipt, holding and exercise of the Phantom Unit Award.

17.Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

18.Partnership or Committee Action. Any action required of GP LLC, the Partnership or the General Partner shall be by resolution of the Board or Committee or by a Person or entity authorized to act by resolution of the Board or Committee.

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19.Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

20.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law.

a.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Service Provider hereby consents to receive documents from the Partnership, GP LLC, the General Partner, and any plan administrator by means of electronic delivery, provided that such delivery complies with the rules, regulations and guidance issued by the Securities and Exchange Commission and any other applicable government agency. This consent shall be effective for the entire time that the Service Provider is a participant in the Plan.

21.Consent to Jurisdiction and Venue. You hereby consent and agree that state courts located in Harris County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Partnership (or its Affiliate) arising in connection with the Phantom Unit Award or this Agreement. In any dispute with the Partnership (or its Affiliate), you will not raise, and you hereby expressly waive, any objection or defense to any such jurisdiction as an inconvenient forum.

22.Amendment. This Agreement may be amended by the Board or by the Committee at any time in a manner consistent with Section 7(a) of the Plan.

23.Terms of Agreement. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in this Agreement, the Deferral Election Form and the Plan. Together, the Agreement, the Deferral Election Form and the Plan constitute the entire agreement of the parties with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

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IN WITNESS HEREOF, GP LLC has caused this Agreement to be executed by its officer thereto duly authorized, and Service Provider has set his or her hand as to the date and year first written above.

GP Natural Resource Partners LLC,

a Delaware limited liability company

By:    

Name:    

Title:    

[NON-EMPLOYEE DIRECTOR]

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EX-5.1

Exhibit 5.1

February 9, 2018

Natural Resource Partners L.P.

1201 Louisiana Street, Suite 3400

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for Natural Resource Partners L.P., a Delaware limited partnership (the “Partnership”), in connection with the Partnership’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 800,000 of the Partnership’s common units, which represent limited partnership interests (the “Units”), pursuant to the Partnership’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on February 9, 2018, which Units may be issued from time to time in accordance with the terms of the Natural Resource Partners L.P. 2017 Long Term Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Partnership and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the general partner of the Partnership, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinion, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Partnership.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Units will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Units have been duly authorized and, when the Units are issued by the Partnership in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Unit relates, the Units will be validly issued, fully paid (to the extent required by the Partnership’s partnership agreement) and non-assessable, except as such nonassessability may be limited by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or within the Partnership’s partnership agreement.

This opinion is limited in all respects to the Delaware Revised Uniform Limited Partnership Act. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Richmond Riyadh San Francisco Taipei Tokyo Washington 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel +1.713.758.2222 Fax +1.713.758.2346  www.velaw.com

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This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Long Term Incentive Plan of Natural Resource Partners L.P. of our reports dated March 6, 2017, with respect to the consolidated financial statements of Natural Resource Partners L.P., and the effectiveness of internal control over financial reporting of Natural Resource Partners L.P., including in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas

February 9, 2018

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 6, 2017, relating to the financial statements of Ciner Wyoming LLC as of December 31, 2016 and 2015, and for the three years in the period ended December 31, 2016, appearing in the Annual Report on Form 10-K of Natural Resource Partners L.P. for the year ended December 31, 2016.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 9, 2018