XNYS:NRP Natural Resources Partners LP Insider Activity 4 Filing - 10/2/2012

Effective Date 10/2/2012

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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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cline Christopher
  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 __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Owns entity w/ director right
(Last)
(First)
(Middle)
C/O CLINE RESOURCE AND DEVELOPMENT COMP, 3801 PGA BOULEVARD, SUITE 903
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2012
(Street)

PALM BEACH GARDENS, FL 33410
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 Stock 10/02/2012   J(1)(2)   1,980,156 A $ 0 2,020,756(3) D(4)  
Common Stock               10,596,917 I(4) See footnote(4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cline Christopher
C/O CLINE RESOURCE AND DEVELOPMENT COMP
3801 PGA BOULEVARD, SUITE 903
PALM BEACH GARDENS, FL 33410
    X   Owns entity w/ director right

Signatures

 /s/ Christopher Cline, Authorized Representative   10/02/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On October 2, 2012, Adena Minerals, LLC ("Adena") effected an in-kind distribution of 6,049,155 common units (the "Distributed Units") to its sole member, Foresight Reserves, L.P. ("Foresight"), for no additional consideration. Foresight immediately thereafter effected an in-kind distribution of all of the Distributed Units to its direct and indirect owners, for no additional consideration, including the distribution of 1,980,156 common units to Insight Resource, LLC ("Insight"), the general partner of Foresight. Insight immediately thereafter effected an in-kind distribution of 1,980,156 common units to its managing member, Cline Resource and Development Company ("CRDC"), for no additional consideration. CRDC immediately thereafter effected an in-kind distribution of 1,980,156 common units to its sole shareholder, the reporting person, for no additional consideration. [Continued in Footnote 2]
(2) [Footnote 1 continued] 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 Adena.
(3) The number of common units directly beneficially owned by the reporting person includes the 1,980,156 common units referenced in footnote (1) above, as well as 600 common units acquired by the reporting person on or about February 10, 2004 which were omitted from the reporting person's original Form 3 filed on January 12, 2007 and were also omitted from the subsequent Form 4s filed by the reporting person after his original Form 3 was filed.
(4) These common units are owned of record by Adena. The reporting person is deemed to share voting and dispositive control with CRDC, Insight, Foresight and Adena over the common units owned of record by Adena.

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XNYS:NRP Natural Resources Partners LP Insider Activity 4 Filling

Natural Resources Partners LP XNYS:NRP Stock - Get Insider Activity SEC Filing of Natural Resources Partners LP XNYS:NRP stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNYS:NRP Natural Resources Partners LP Insider Activity 4 Filing - 10/2/2012
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