X0304 4 2011-11-03 0 0001490630 Rhino Resource Partners LP RNO 0001048462 WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH CT 06830 1 0 1 0 0001001391 DAVIDSON CHARLES E C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVE. GREENWICH CT 06830 0 0 1 0 0001048485 JACOBS JOSEPH C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE, SUITE 125 GREENWICH CT 06830 1 0 1 0 0001472112 Wexford GP LLC C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE, SUITE 125 GREENWICH CT 06830 0 0 1 0 Common Units 2011-12-30 4 J 0 904645 D 7643051 I See Footnote Common Units 202842 I See Footnote Common Units 48590 D Common Units 367772 I See Footnote Common Units 2011-11-03 4 A 0 6130 A 12230 D Subordinated Units 0 2011-12-30 4 J 0 1294060 0 D Common Units 1294060 10933138 I See Footnote Subordinated Units 0 Common Units 290149 290149 I See Footnote Subordinated Units 0 Common Units 69506 69506 D Subordinated Units 0 Common Units 526087 526087 I See Footnote Rhino Energy Holdings LLC ("REH") made an in-kind distribution of 904,645 common units and 1,294,060 subordinated units to certain of its investors. This form is jointly filed by Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs") and Wexford GP LLC ("Wexford GP"). The common units and subordinated units shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford, reflect common units and subordinated units owned of record by REH. Wexford serves as manager for REH and as such may be deemed to share beneficial ownership of the units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (8) below) Davidson, as the sole managing member of CD Holding Company, LLC and the beneficial owner of Charles E. Davidson Roth IRA #4 JPMC, received an in-kind distribution of 202,842 common units and 290,149 subordinated units. Jacobs received an in-kind distribution of 48,590 common units and 69,506 subordinated units. Rhino Resource Holdings LLC ("RRH") received an in-kind distribution of 367,772 common units and 526,087 subordinated units. Wexford serves as manager for RRH and as such may be deemed to share beneficial ownership of the units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by RRH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Under the Rhino Long-Term Incentive Plan (the "Plan"), on October 5, 2010, on behalf of the services of Joseph M. Jacobs, Mark D. Zand, Jay L. Maymudes, Arthur H. Amron and Kenneth A. Rubin, as directors of Rhino GP LLC, the general partner of the Partnership, Wexford was granted 6,100 common units subject to the terms and conditions set forth in the Plan. These common units became fully vested as of July 1, 2011. On November 3, 2011, Wexford on behalf of the services of these same individual directors was granted an additional 6,130 common units subject to the terms and conditions set forth in the Plan. These additional units are subject to vesting as follows: 1,535 units vested on the grant date, 1,535 units vested on January 1, 2012, 1,530 units will vest on April 1, 2012 and 1,530 units will vest on July 1, 2012. The subordinated units will convert into common units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the issuer's Partnership Agreement. (*continued from Footnote (2) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by REH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford Capital LP By: Wexford GP LLC, its General Partner By: Arthur H. Amron, Vice President and Assistant Secretary 2012-01-04 Wexford GP LLC By: Arthur H. Amron, Vice President and Assistant Secretary 2012-01-04 Charles E. Davidson 2012-01-04 Joseph M. Jacobs 2012-01-04