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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subordinated Units | (1) | 08/09/2005 | S | 4,200,000 | (1) | (1) | Common Units | 4,200,000 | $ 61 | 596,920 (2) | I | See FN (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FIRST RESERVE GP IX INC ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | |||
| FIRST RESERVE FUND IX L P ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | |||
| FIRST RESERVE GP IX L P ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | |||
| FRC NRP A V HOLDINGS L P ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | |||
| FRC NRP INC ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | |||
| FRC WPP GP LLC ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | |||
| FRC WPP NRP INVESTMENT L P ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | |||
| /s/ Thomas R. Denison | 08/11/2005 | |
| **Signature of Reporting Person | Date | |
| Thomas R. Denison | 08/11/2005 | |
| **Signature of Reporting Person | Date | |
| Thomas R. Denison | 08/11/2005 | |
| **Signature of Reporting Person | Date | |
| Thomas R. Denison | 08/11/2005 | |
| **Signature of Reporting Person | Date | |
| Thomas R. Denison | 08/11/2005 | |
| **Signature of Reporting Person | Date | |
| Thomas R. Denison | 08/11/2005 | |
| **Signature of Reporting Person | Date | |
| Thomas R. Denison | 08/11/2005 | |
| **Signature of Reporting Person | Date |
| * | 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) | The Subordinated Units are convertible into Common Units in the manner described in the First Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P. (the "Issuer") dated October 17, 2002, filed as Exhibit 3.2 to the report on Form 10-K filed with the SEC by the Issuer on March 31, 2003 (File No.001-31465), as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated December 8, 2003, filed as Exhibit 4.2 to the Registration Statement on Form S-3 filed with the SEC by the Issuer on December 23, 2003 (File No. 333-111532). |
| (2) | In addition, the FRC Entities, as defined below, are entitled to a portion of the profits from any sale of the Issuer's stock held by Alex T. Krueger, an officer of GP Inc., and therefore may be deemed to share beneficial ownership of the 5,408 phantom units held of record by Mr. Krueger. Mr. Krueger disclaims any beneficial ownership of any securities of the Issuer held by the FRC Entities. |
| (3) | The sale of the Subordinated Units as reported on this Form 4 are directly owned by FRC-WPP NRP Investment L.P. (the "Unit Holder"). FRC-WPP GP LLC (the "Investment GP) is the general partner of the Unit Holder. FRC-NRP A.V. Holdings, L.P. ("AV") holds a majority of the limited partnership interests and member interests of the Unit Holder and the Investment GP, respectively. FRC-NRP, Inc. ("Blocker") and First Reserve GP IX, L.P. ("GP IX") are the general partners of AV, and First Reserve Fund IX, L.P. ("Fund IX") is the sole stockholder of Blocker. GP IX is the general partner of Fund IX, and First Reserve GP IX, Inc. ("First Reserve") is the general partner of GP IX. Each of the Unit Holder, the Investment GP, AV, Blocker, Fund IX and GP IX are controlled by First Reserve. First Reserve, GP IX, Fund IX, AV and Blocker are collectively referred to as the "FRC Entities." The Unit Holder and the Investment GP are collectively referred to as the "NRP Entities." |
| (4) | The FRC Entities disclaim any beneficial ownership of any Subordinated Units in which they do not hold a direct or indirect pecuniary interest. |
| Remarks: First Reserve GP IX, Inc. ("GP Inc."), by Thomas R. Denison, Managing Director is signing for itself as the designated filer, and for the remaining FRC Entities described in Footnote 3. FRC-WPP GP LLC ("Investment GP"), by Thomas R. Denison, Manager, is signing for itself, and for the NRP Entities described in Footnote 3. | |