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 *

CARTER NICK 		2. Issuer Name and Ticker or Trading Symbol

NATURAL RESOURCE PARTNERS LP [ NRP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & COO
(Last)          (First)          (Middle)

5260 IRWIN ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/1/2014
(Street)

HUNTINGTON, WV 25705
(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
Common Units   (1) 9/1/2014     M    63800   A (1)   (2) 87800   D    
Common Units   (1) 9/1/2014     D    63800   D (1) $16.11   (2) 24000   D    
Common Units                  210   I   By Spouse  

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units   (3)   (2) 9/1/2014     M         63800    9/1/2014   9/1/2014   Common Units   63800     (2) 0   D    

Explanation of Responses:
( 1)  The common units were deemed to have been purchased and sold on the date of vesting of the phantom units listed in Table II. Mr. Carter retired as President and COO of GP Natural Resource Partners LLC, effective September 1, 2014. The Compensation, Nominating and Governance Committee of the Board of Directors of GP Natural Resource Partners LLC decided to accelerate the vesting of all of Mr. Carter's phantom units effective upon the date of his retirement.
( 2)  The phantom units will be paid in cash based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting, together with the associated distribution equivalent rights.
( 3)  The phantom units were granted to the reporting person under the issuer's long term incentive plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CARTER NICK
5260 IRWIN ROAD
HUNTINGTON, WV 25705

President & COO

Signatures
Nick Carter 9/2/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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