X0205 3 2012-06-14 0 0001144945 PENN VIRGINIA RESOURCE PARTNERS L P PVR 0001552220 CASADAY MARK D. FIVE RADNOR CORPORATE CENTER SUITE 500 RADNOR PA 19087 1 EVP & COO-Midstream-Marcellus Common Units 16299.0000 D Phantom Units 0.0000 Common Units 7256.0000 D On February 9, 2011, Mr. Casaday was awarded 6,442 Phantom Units. Of these Phantom Units, 2,147 vested on February 9, 2012 and 2,147 will vest on February 9, 2013 and February 9, 2014, respectively. These Phantom Units are subject to the terms of the Penn Virginia Resource GP, LLC Fifth Amended and Restated Long-Term Incentive Plan. On February 17, 2012, Mr. Casaday was awarded 2,961 Phantom Units, which will vest in three equal installments on February 9, 2013, February 9, 2014 and February 9, 2015. These Phantom Units are subject to the terms of the Penn Virginia Resource GP, LLC Sixth Amended and Restated Long-Term Incentive Plan. Penn Virginia Resoure GP, LLC is the general partner of the Issuer. Each Phantom Unit represents the right to receive one unit of the Issuer's Common Units upon vesting. Marci K. Donnelly, as power of attorney 2012-06-18