Robertson Corbin J Jr converted options into 73,529 units of COMMON UNITS and covered exercise/tax liability with 28,934 units of COMMON UNITS (SEC Form 4)
$NRP
Coal Mining
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP [ NRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 UNITS | 02/15/2024 | M | 73,529 | A | (1) | 697,682 | I | BY QUINTANA HOLDINGS LP(2) | ||
| COMMON UNITS | 02/15/2024 | F | 28,934 | D | $86.91 | 668,748 | I | BY QUINTANA HOLDINGS LP(2) | ||
| COMMON UNITS | 1,727,986 | I | BY WESTERN POCAHONTAS PROPERTIES LIMITED PARTNERSHIP(3) | |||||||
| COMMON UNITS | 156,000 | I | BY NRP (GP) LP(4) | |||||||
| COMMON UNITS | 11,021 | I | BY WESTERN POCAHONTAS CORPORATION(5) | |||||||
| COMMON UNITS | 5,293 | I | BY GNP MANAGEMENT CORPORATION(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | (7) | 02/15/2024 | M | 18,235 | (7) | (7) | COMMON UNITS | 18,235 | (7) | 0 | D | ||||
| PHANTOM UNITS | (8) | 02/15/2024 | M | 28,076 | (8) | (8) | COMMON UNITS | 28,076 | (8) | 28,076 | D | ||||
| PHANTOM UNITS | (9) | 02/15/2024 | M | 27,218 | (9) | (9) | COMMON UNITS | 27,218 | (9) | 54,439 | D | ||||
| Explanation of Responses: |
| 1. Common units were issued upon conversion of phantom units previously awarded under the issuer's long-term incentive plan ("LTIP") as further described in notes (7), (8) and (9) below. |
| 2. Quintana Holdings LP is a limited partnership controlled by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 3. The general partner of Western Pocahontas Properties Limited Partnership is Western Pocahontas GP LLC, a limited liability company controlled by the reporting person. The reporting person also holds indirect limited partner interests in Western Pocahontas Properties Limited Partnership. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4. The general partner of NRP (GP) LP is GP Natural Resource Partners LLC, which is wholly owned by Robertson Coal Management, a limited liability company controlled by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 5. The reporting person is the controlling shareholder of Western Pocahontas Corporation and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 6. The reporting person is the controlling shareholder of GNP Management Corporation and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 7. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2021 under the issuer's LTIP. One-third of the phantom units vested on the third anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. |
| 8. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2022 under the issuer's LTIP. One-third of the phantom units vested on the second anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2022 award will vest on the third anniversary of the grant date. |
| 9. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2023 under the issuer's LTIP. One-third of the phantom units vested on the first anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2023 award will vest in substantially equal installments on the second and third anniversaries of the grant date. |
| CORBIN J ROBERTSON JR | 02/20/2024 | |
| ** 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 Number. | ||