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 person’s 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).
| CUSIP No. 63900P608 | Schedule 13G | Page 1 of 9 |
| 1 |
Names of Reporting Persons
GoldenTree Asset Management LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
543,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
543,469 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
543,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
4.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 63900P608 | Schedule 13G | Page 2 of 9 |
| 1 |
Names of Reporting Persons
GoldenTree Asset Management LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
543,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
543,469 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
543,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
4.3% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability company) | |||||
| CUSIP No. 63900P608 | Schedule 13G | Page 3 of 9 |
| 1 |
Names of Reporting Persons
Steven A. Tananbaum | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
79,288 | ||||
| 6 | Shared Voting Power
543,469 | |||||
| 7 | Sole Dispositive Power
79,288 | |||||
| 8 | Shared Dispositive Power
543,469 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
622,757 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.0% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 63900P608 | Schedule 13G | Page 4 of 9 |
ITEM 1. (a) Name of Issuer:
Natural Resource Partners LP (the “Issuer”).
| (b) | Address of Issuer’s 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
| (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.
| (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.
| (d) | Title of Class of Securities: |
Common units representing limited partner interests (“Common Units”).
| (e) | CUSIP Number: |
63900P608
| ITEM 3. |
|
Not applicable.
| CUSIP No. 63900P608 | Schedule 13G | Page 5 of 9 |
| ITEM 4. | Ownership. |
| (a-c) | |
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 Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022.
| Reporting Person | Amount beneficially owned |
|||||||||||||||||||||||