FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

POPE MARIA M
2. Issuer Name and Ticker or Trading Symbol

POPE RESOURCES LTD PARTNERSHIP [ POPE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O POPE RESOURCES, 19950 7TH AVE NE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

5/8/2020
(Street)

POULSBO, WA 98370
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Limited Partnership Units 5/8/2020  U  3744 D$103.55 0 D  
Limited Partnership Units 5/8/2020  U  60000 D$103.55 0 I By a trust (1)
Limited Partnership Units 5/8/2020  U  49307 D$103.55 0 I By a limited partnership (2)
Limited Partnership Units 5/8/2020  U  198244 D$103.55 0 I By a limited liability company (3)
Limited Partnership Units 5/8/2020  U  21212 D$103.55 0 I By a trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents units held by a trust of which the reporting person is a trustee and shares voting and dispositive power. The reporting person disclaims beneficial ownership of securities held in such trust except to the extent of her pecuniary interest therein.
(2) Represents units held by a trust for reporting person's children for which reporting person holds voting and dispositive power by virtue of her position with the trust. The reporting person disclaims beneficial ownership of securities owned by such trust except to the extent of her pecuniary interest therein.
(3) Represents units owned by a limited liability company of which the reporting person is a managing member. The reporting person disclaims beneficial ownership of securities owned by such limited liability company except to the extent of her pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
POPE MARIA M
C/O POPE RESOURCES
19950 7TH AVE NE, SUITE 200
POULSBO, WA 98370
X



Signatures
Sean M. Tallarico, Power of Attorney for Maria M. Pope5/8/2020
**Signature of Reporting PersonDate

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