X0304 4 2012-02-29 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 1 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 SUITE 125 GREENWICH CT 06830 0 0 1 0 Common Units 2012-02-29 4 J 0 22169 D 7620882 I See Footnote Common Units 205716 I See Footnote Common Units 49554 D Common Units 366515 I See Footnote Common Units 12230 D Subordinated Units 0 2012-02-29 4 J 0 31717 0 D Common Units 31717 10901421 I See Footnote Subordinated Units 0 Common Units 294261 294261 I See Footnote Subordinated Units 0 Common Units 70885 70885 D Subordinated Units 0 Common Units 524293 524293 I See Footnote Rhino Energy Holdings LLC ("REH") made an in-kind distribution of 22,169 common units and 33,717 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, received an in-kind distribution of 2,874 common units and 4,112 subordinated units. Jacobs received an in-kind distribution of 964 common units and 1,379 subordinated units. Rhino Resource Holdings LLC ("RRH") received an in-kind distribution of 227 common units and 328 subordinated units. The 366,515 common units and the 524,293 subordinated units reflect the 367,772 common units and the 526,087 subordinated units previously disclosed on the Reporting Persons' Form 4 filed on January 4, 2012, adjusted for 1,484 common units and 2,122 subordinated units, which were included in RRH's holdings even though these units were ultimately distributed to an investor and not to RRH. 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, (*continued under Footnote (9) below) 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 their pecuniary interest. (*continued from Footnote (5) above) 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 their pecuniary interest. Wexford Capital LP By: Wexford GP LLC, its General Partner By: Arthur H. Amron, Vice President and Assistant Secretary 2012-03-06 Wexford GP LLC By: Arthur H. Amron, Vice President and Assistant Secretary 2012-03-06 Charles E. Davidson 2012-03-06 Joseph M. Jacobs 2012-03-06