SEC Company Response from NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486) (NRP) — Apr 13, 2017
NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)
Date: April 13, 2017 · CIK: 0001171486 · Accession: 0001171486-17-000027
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File numbers found in text: 333-217205
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CORRESP 1 filename1.htm Document NATURAL RESOURCE PARTNERS L.P. 1201 LOUISIANA STREET, 34TH FLOOR HOUSTON, TEXAS 77002 April 13, 2017 VIA EDGAR United States Securities and Exchange Commission Office of Beverages, Apparel, and Mining Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: John Reynolds Re: Natural Resource Partners L.P. Registration Statement on Form S-3 Filed April 7, 2017 File No. 333-217205 Ladies and Gentlemen: Set forth below is the response of Natural Resource Partners L.P. (the “Partnership”, “we,” “us” or “our”) to an oral comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission on April 11, 2017, with respect to the Registration Statement on Form S-3, filed April 7, 2017, File No. 333-217205 (the “Registration Statement”). Concurrently with the submission of this letter, we are filing through EDGAR Amendment No. 1 to the Registration Statement on Form S-3 (“Amendment No. 1”). For your convenience, the response is prefaced by the Staff’s comment in bold text. General 1. Please expand your explanation of the “mandatory net settlement feature” of the warrants and provide an example, if helpful. RESPONSE: The Partnership has revised the Registration Statement accordingly. Please see the cover page and pages 1, 43 and 44 of Amendment No. 1. Please direct any questions you have with respect to the foregoing response to me at (713) 751-7543 or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629. Very truly yours, NATURAL RESOURCE PARTNERS L.P. By: NRP (GP) LP, its General Partner By: GP NATURAL RESOURCE PARTNERS LLC, its General Partner By: /S/ KATHRYN S. WILSON Name: Kathryn S. Wilson Title: Vice President, General Counsel and Secretary cc: Ronald E. Alper, Securities and Exchange Commission E. Ramey Layne, Vinson & Elkins L.L.P.