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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Adena Minerals, LLC C/O CLINE RESOURCE AND DEVELOPMENT COMP 3801 PGA BOULEVARD, SUITE 903 PALM BEACH GARDENS, FL 33410 |
X | |||
| Foresight Reserves, LP C/O CLINE RESOURCE AND DEVELOPMENT COMP 3801 PGA BOULEVARD, SUITE 903 PALM BEACH GARDENS, FL 33410 |
Owns entity w/ director right | |||
| Insight Resource, LLC C/O CLINE RESOURCE AND DEVELOPMENT COMP 3801 PGA BOULEVARD, SUITE 903 PALM BEACH GARDENS, FL 33410 |
Owns entity w/ director right | |||
| Cline Resource & Development Co. C/O CLINE RESOURCE AND DEVELOPMENT COMP 3801 PGA BOULEVARD, SUITE 903 PALM BEACH GARDENS, FL 33410 |
Owns entity w/ director right | |||
| Cline Christopher C/O CLINE RESOURCE AND DEVELOPMENT COMP 3801 PGA BOULEVARD, SUITE 903 PALM BEACH GARDENS, FL 33410 |
X | |||
| /s/ Christopher Cline, Authorized Representative | 01/04/2013 | |
| **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) | On January 2, 2013, Adena Minerals, LLC ("Adena") effected an in-kind distribution of 10,596,917 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 and certain of their affiliates for no additional consideration, including the distribution of 2,881,654 of the Distributed Units to Christopher Cline, for no additional consideration. |
| (2) | As a result of the distribution by Adena of the Distributed Units referenced in footnote (1) above, as well as the distribution by Adena of 6,049,155 common units to its sole member, Foresight, for no additional consideration on October 2, 2012, Adena no longer owns any common units of record and Cline Resource and Development Company ("CRDC"), Insight Resource, LLC ("Insight"), Foresight and Adena are no longer deemed to share voting and/or dispositive control over any common units. The distribution of 2,881,654 of the Distributed Units to Christopher Cline referred to in footnote (1) above is reflected on a Form 4 filed by Mr. Cline on 1/4/2013. |
| Remarks: Adena may be deemed to be a director for purposes of this Form by virtue of its right to nominate two directors to the board of GP Natural Resource Partners LLC, the general partner of NRP (GP) LP, which is the general partner of Natural Resource Partners LP. Foresight is the sole member of Adena. Insight is the general partner of Foresight. CRDC is the managing member of Insight. Christopher Cline is the sole shareholder of CRDC. Adena Minerals, LLC By: Foresight Reserves, L.P., its Managing Member By: Insight Resources, LLC, its General Partner By: Cline Resource and Development Company, its Managing Member /s/ Christopher Cline, Foresight Reserves, L.P. By: Insight Resources, LLC, its General Partner By: Cline Resource and Development Company, its Managing Member /s/ Christopher Cline Insight Resources, LLC, its General Partner By: Cline Resource and Development Company, its Managing Member /s/ Christopher Cline Cline Resource and Development Company /s/ Christopher Cline Christopher Cline /s/ Christopher Cline. | |