Statement of Changes in Beneficial Ownership (4)
April 08 2013 - 4:52PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Cline Christopher
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2. Issuer Name
and
Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP
[
NRP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Controls entity with director
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(Last)
(First)
(Middle)
C/O CLINE RESOURCE AND DEVELOPMENT COMP, 3801 PGA BOULEVARD, SUITE 903
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/4/2013
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(Street)
PALM BEACH GARDENS, FL 33410
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units
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4/4/2013
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J
(1)
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756914
(1)
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D
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$0
(1)
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4917548
(2)
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D
(2)
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Common Units
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4/4/2013
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J
(1)
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15138
(1)
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A
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$0
(1)
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4917548
(2)
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D
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On April 4, 2013, Cutlass Collieries LLC ("Cutlass"), an entity controlled by Christopher Cline (the "Reporting Person"), effected an in-kind distribution of 756,914 common units (the "Distributed Units") to its direct and indirect owners, for no additional consideration, including the distribution of 15,138 of the Distributed Units to the Reporting Person. The Distributed Units had previously been indirectly beneficially owned by the Reporting Person through his being deemed to share voting and dispositive control over the common units held of record by Cutlass.
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(
2)
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The number of Common Units directly beneficially owned by the Reporting Person immediately after the distribution of the Distributed Units represents 5,659,324 Common Units beneficially owned by the Reporting Person immediately prior to the distribution of the Distributed Units (consisting of 4,902,410 Common Units owned directly by the Reporting Person and 756,914 Common Units owned indirectly by the Reporting Person by virtue of his control over Cutlass, the record owner of such Common Units), less the distribution of the Distribution Units, plus 15,138 of the Distributed Units that were distributed to the Reporting Person as set forth in footnote (1) above.
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Remarks:
Adena Minerals, LLC ("Adena"), a company controlled by the Reporting Person, is entitled to nominate two directors to the board of GP Natural Resource Partners LLC, the general partner of NRP (GP) LP, which is the general partner of the Company.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cline Christopher
C/O CLINE RESOURCE AND DEVELOPMENT COMP
3801 PGA BOULEVARD, SUITE 903
PALM BEACH GARDENS, FL 33410
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Controls entity with director
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Signatures
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/s/ Christopher Cline
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4/8/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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