X0306 4 2013-04-24 0 0000784011 POPE RESOURCES LTD PARTNERSHIP POPE 0000933422 DAHL JAMES H 4314 PABLO OAKS COURT JACKSONVILLE FL 32224 0 0 1 0 0001542075 DAHL WILLIAM L. 4314 PABLO OAKS COURT JACKSONVILLE FL 32224 0 0 1 0 Limited Partnership Units 2013-04-24 4 P 0 200 61.34 A 167367 I IRA Accounts Limited Partnership Units 2013-04-25 4 P 0 201 61.79 A 169568 I IRA Accounts Limited Partnership Units 147652 D Limited Partnership Units 6471 I By JHD Trust Limited Partnership Units 26411 I By KMD Trust Limited Partnership Units 102842 I By JHD Trust FBO KWD Limited Partnership Units 21879 I By JHD Trust FBO JAD Limited Partnership Units 29250 I By Dahl Family Foundation Limited Partnership Units 1075 I By Child The units are held in three IRA accounts as follows: 27,560 units held by IRA FBO James H. Dahl (ROTH Conversion Account); 32,600 units held by IRA FBO James H. Dahl (ROTH II Account); and 109,408 units held by IRA FBO James H. Dahl. The price reported in column 4 is a weighted average price. These limited partnership units were purchased in multiple transactions at prices ranging from $61.78 to $61.85, inclusive. The reporting person undertakes to provide to Pope Resources Limited Partnership, any security holder of Pope Resources Limited Partnership, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of limited partnership units purchased at each separate price within the range set forth herein. Shares are owned by the James H. Dahl Irrevocable Trust, 2007, James Schmitt, Trustee. Units are held by Kathleen M. Dahl Irrevocable Trust, the trustee of which is James H. Dahl. Units are held by James H. Dahl Trust FBO Kathryn Whitten Dahl, the trustee of which is William L. Dahl. Units are held by James H. Dahl Trust FBO James Andrew Dahl, the trustee of which is William L. Dahl. Units are held by Dahl Family Foundation, the trustee of which is William L. Dahl. Neither James H. Dahl nor any member of his family have any pecuniary interest in the units held by the Dahl Family Foundation, Inc. Shares are owned by an adult member of Mr. Dahl's household. Mr. Dahl disclaims beneficial ownership of these shares. /s/ Michael B. Kirwan, Attorney-in-Fact for James H. Dahl and William L. Dahl 2013-04-26