SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(c)

 

 

NATURAL RESOURCE PARTNERS L.P.

( NAME OF ISSUER )

 

Common Units representing limited partnership interests

(Title of Class of Securities)

 

63900P608

(CUSIP Number)

 

May 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

X Rule 13d-1 (b)

 

 

Rule 13d-1 (c)

 

 

Rule 13d-1 (d)

 

CUSIP No. 63900P608

13G

Page 1 of 3 pages

1.

Names of reporting persons

JPMorgan Chase & Co.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

13-2624428

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

 

 

(b)

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

5.

SOLE VOTING POWER

611,769

SHARES

 

 

 

BENEFICIALLY

6.

SHARED VOTING POWER

0

OWNED BY

 

 

 

EACH

7.

SOLE DISPOSITIVE POWER

611,769

REPORTING

 

 

 

PERSON WITH

8.

SHARED DISPOSITIVE POWER

0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  611,769

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0%

 

12.

TYPE OF REPORTING PERSON*

HC

 

Item 1(a).

Name of Issuer:

 

NATURAL RESOURCE PARTNERS L.P.

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

1201 Louisiana Street, Suite 3400

Houston, Texas 77002

 

 

Item 2(a).

Name of Person Filing:

 

JPMorgan Chase & Co.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

270 PARK AVE

 

NEW YORK, NY 10017

Item 2(c).

Citizenship

 

Delaware

Item 2(d).

Title of Class of Securities:

 

Common Units representing limited partnership interests

 

Unless otherwise noted, security being reported is common stock

Item 2(e).

CUSIP Number:

63900P608

Item 3

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)

 

Or (c), Check Whether the Person Filing is a :

 

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)

Insurance company as defined in Section 3(a)(19) of the

 

 

 

Exchange Act;

 

(d)

Investment company registered under Section 8 of the Investment

 

 

 

Company Act;

 

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

An employee benefit plan or endowment fund in accordance with

 

 

 

Rule 13d-1(b)(1)(ii)(F);

 

(g)

A parent holding company or control person in accordance with

 

 

 

Rule 13d-1(b)(1)(ii)(G);

 

(h)

A savings association as defined in Section 3(b) of the Federal

 

 

 

Deposit Insurance Act;

 

(i)

A church plan that is excluded from the definition of an

 

 

 

Investment company under Section 3(c)(14) of the Investment

 

 

 

Company act;

 

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(b), check this box.

 

Page 2 of 3 pages

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and

 

Percentage of the class of securities of issuer identified in Item 1.

 

(a)

Amount beneficially owned: 611,769

 

 

Including 0 shares where there is a Right to Acquire.

 

(b)

Percent of class: 5.0%

 

(c)

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or to direct the vote:

611,769

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:

611,769

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

Item 5.

Ownership of Five Percent or Less of a Class. NOT APPLICABLE

 

If this statement is being filed to report the fact that as of the date

 

hereof the reporting person has ceased to be the beneficial owner of

 

more than five percent of the class of securities, check

 

the following. ( )

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the

 

Security being reported on by the Parent Holding Company.

This notice is filed on behalf of JPMorgan Chase & Co. and its wholly

owned Subsidiary (ies),

 

J.P. Morgan Securities LLC

MLP Investment Holdings

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable