Edgar Filing: ROBERTSON CORBIN J JR

Ownership Submission

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 ^*

ROBERTSON CORBIN J JR

2. Issuer Name and Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP [NRP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and CEO

(Last)

(First)

(Middle)

601 JEFFERSON, SUITE 3600

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2011

(Street)

HOUSTON, TX 77002

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	06/09/2011		J		10,743	A	⁽¹⁾	180,037	D
Common Units								31,540	I	By Spouse
Common Units								17,279,860	I	By Western Pocahontas Properties Limited Partnership ⁽²⁾
Common Units	06/09/2011		J		524,735	A	⁽³⁾	5,627,120	I	By Western Bridgeport, Inc. ⁽³⁾
Common Units	06/09/2011		J		4	A	⁽⁴⁾	56	I	By QMP Inc. ⁽⁴⁾
Common Units	06/09/2011		J		8,436	A	⁽⁵⁾	110,206	I	By Western Pocahontas Corporation ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROBERTSON CORBIN J JR 601 JEFFERSON, SUITE 3600 HOUSTON, TX 77002	X	X	Chairman and CEO

Signatures

Corbin J. Robertson, Jr.		06/10/2011
^**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)	Mr. Robertson acquired these units as a result of a distribution of units out of Quintana WPP Holdings L.P., of which Mr. Robertson is a minority limited partner, and Robertson Coal Management LLC, of which Mr. Robertson is sole owner.
(2)	These units are beneficially owned by Western Pocahontas Properties Limited Partnership, whose general partner is Western Pocahontas Corporation, a corporation controlled by Mr. Robertson. Mr. Robertson also holds indirect limited partner interests in Western Pocahontas Properties Limited Partnership. All the common units owned by Western Pocahontas Properties Limited Partnership are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(3)	Western Bridgeport, Inc. acquired these units as a result of a distribution of units out of Western Pocahontas Properties Limited Partnership and Great Northern Properties Limited Partnership, both of which Western Bridgeport, Inc. is a minority limited partner, Mr. Robertson is the controlling partner of Western Bridgeport, Inc. Mr. Robertson disclaims beneficial ownership of the units held by Western Bridgeport Inc. except to the extent of his pecuniary interest therein.
(4)	QMP, Inc. acquired these units as a result of a distributionof units out of Quintana WPP Holdings L.P., in which QMP, Inc. is the general partner. Mr. Robertson is the controlling shareholder of QMP, Inc. Mr. Robertson disclaims beneficial ownership of the units held by QMP, Inc., except to the extent of his pecuniary interest therein.
(5)	Western Pocahontas Corporation acquired these units as a result of a distribution of units out of Western Pocahontas Properties Limited Partnership, in which Western Pocahontas Corporation is the general partner, Mr. Robertson is the controlling shareholder of Western Pocahontas Corporation. Mr. Robertson disclaims beneficial ownership of the units held by Western Pocahontas Corporation, except to the extent of his pecuniary interest therein.

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