Statement of Ownership (sc 13g)
February 13 2023 - 4:10PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
NATURAL
RESOURCE PARTNERS LP
(Name of Issuer)
Common Units representing limited partner interests
(Title of Class of Securities)
63900P608
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 63900P608 |
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Schedule 13G |
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Page 1 of 9 |
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1 |
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Names of Reporting Persons
GoldenTree Asset Management LP |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
543,469 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
543,469 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
543,469 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 4.3% |
12 |
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Type of Reporting
Person PN |
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CUSIP No. 63900P608 |
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Schedule 13G |
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Page 2 of 9 |
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1 |
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Names of Reporting Persons
GoldenTree Asset Management LLC |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
543,469 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
543,469 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
543,469 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 4.3% |
12 |
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Type of Reporting
Person OO (Limited Liability company) |
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CUSIP No. 63900P608 |
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Schedule 13G |
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Page 3 of 9 |
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1 |
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Names of Reporting Persons
Steven A. Tananbaum |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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SEC Use Only
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Citizenship or Place of
Organization United
States |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
79,288 |
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6 |
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Shared Voting Power
543,469 |
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7 |
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Sole Dispositive Power
79,288 |
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8 |
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Shared Dispositive Power
543,469 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
622,757 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 5.0% |
12 |
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Type of Reporting
Person IN |
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CUSIP No. 63900P608 |
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Schedule 13G |
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Page 4 of 9 |
ITEM 1. (a) Name of Issuer:
Natural Resource Partners LP (the Issuer).
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(b) |
Address of Issuers Principal Executive Offices: |
1415 Louisiana Street, Suite 2400, Houston, Texas 77002.
ITEM 2. (a) Name of Person Filing:
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the
Reporting Persons. This statement is filed on behalf of:
GoldenTree Asset Management LP (the Investment
Manager)
GoldenTree Asset Management LLC (IMGP)
Steven A. Tananbaum
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(b) |
Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is 300 Park Avenue, 21st Floor, New York, NY 10022.
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(c) |
Citizenship of each Reporting Person is: |
Investment Manager and IMGP are organized under the laws of the State of Delaware. Mr. Tananbaum is a citizen of the
United States.
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(d) |
Title of Class of Securities: |
Common units representing limited partner interests (Common Units).
63900P608
Not applicable.
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CUSIP No. 63900P608 |
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Schedule 13G |
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Page 5 of 9 |
The ownership information presented below represents beneficial ownership of Common Units of the Issuer as of the date hereof,
based upon 12,505,996 Common Units outstanding as of September 30, 2022, based on the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3,
2022.
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Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole power to vote or to direct the vote: |
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Shared power to vote or to direct the vote: |
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Sole power to dispose or to direct the disposition of: |
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Shared
power to dispose or
to direct the
disposition of: |
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GoldenTree Asset Management LP |
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543,469 |
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4.3 |
% |
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0 |
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543,469 |
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0 |
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543,469 |
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GoldenTree Asset Management LLC |
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543,469 |
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4.3 |
% |
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0 |
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543,469 |
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0 |
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543,469 |
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Steven A. Tananbaum |
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622,757 |
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5.0 |
% |
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79,288 |
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543,469 |
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79,288 |
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543,469 |
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The securities reported in the table above include 543,469 Common Units held of record by
certain managed accounts (collectively, the Accounts) for which the Investment Manager serves as investment manager. In addition, Mr. Tananbaum is the holder of record of 79,288 Common Units. Mr. Tananbaum is the managing
member of IMGP, which is the general partner of the Investment Manager. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities held of record by the Accounts.
ITEM 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the
beneficial owners 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. |
Not applicable.
ITEM 8. |
Identification and Classification of Members of the Group. |
Not applicable.
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CUSIP No. 63900P608 |
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Schedule 13G |
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Page 6 of 9 |
ITEM 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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CUSIP No. 63900P608 |
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Schedule 13G |
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Page 7 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2023
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GOLDENTREE ASSET MANAGEMENT LP |
By: GoldenTree Asset Management LLC, its general partner |
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By: |
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/s/ Steven A. Tananbaum |
Name: |
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Steven A. Tananbaum |
Title: |
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Managing Member |
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GOLDENTREE ASSET MANAGEMENT LLC |
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By: |
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/s/ Steven A. Tananbaum |
Name: |
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Steven A. Tananbaum |
Title: |
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Managing Member |
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STEVEN A. TANANBAUM |
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/s/ Steven A. Tananbaum |
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CUSIP No. 63900P608 |
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Schedule 13G |
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Page 8 of 9 |
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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99 |
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Joint Filing Agreement. |
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