Filing Details

CUSIP No. 63900P103

13G

Page 2  of 9 Pages

1

NAME OF REPORTING PERSON

 

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

 

560,450

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

560,450

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

560,450

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                       ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON

 

IA, LP

CUSIP No. 63900P103

13G

Page 3 of 9 Pages

1

NAME OF REPORTING PERSON

 

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

 

560,450

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

560,450

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

560,450

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON

 

OO

 

 

CUSIP No. 63900P608

13G

Page 4  of 9   Pages

1

NAME OF REPORTING PERSON

 

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

 

0

6

SHARED VOTING POWER

 

819,450

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

819,450

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

819,450

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      ☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.7%

12

TYPE OF REPORTING PERSON

 

IN

Item 1(a)

Name of Issuer:

The name of the issuer is Natural Resources Partners L.P. (the “Company”).

Item 1(b)

Address of Issuer's Principal Executive Offices:

The Company’s principal executive offices are located at 1201 Louisiana St., Suite 3400, Houston, TX 77002.

Item 2(a)

Name of Person Filing:

This statement is filed by:

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Units (as defined below) reported herein.

Item 2(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

The address of the business office of each of the Reporting Persons is 300 Park Avenue, 21st Floor, New York, NY 10022.

Item 2(c)

CITIZENSHIP

The Investment Manager and IMGP are organized under the laws of the State of Delaware.  Mr. Tananbaum is a United States citizen.

Item 2(d)

TITLE OF CLASS OF SECURITIES

Common Units representing limited partner interests (the “Common Units”).

Item 2(e)

CUSIP NUMBER

63900P608

Item 3

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

☐

Broker or dealer registered under Section 15 of the Act;

(b)

☐

Bank as defined in Section 3(a)(6) of the Act;

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

☐

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

☐

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________

Item 4

OWNERSHIP:

The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 12,261,199 Common Units issued and outstanding as of May 3, 2020 as reflected in the Company’s Form 10-Q for the quarterly period ended March 31, 2020 filed with the U.S. Securities and Exchange Commission on May 11, 2020.

The information required by Items 4(a) – (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

Item 5

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Item 6

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

The Investment Manager is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended. The business of Investment Manager is the rendering of financial services and as such it provides discretionary investment advisory services to each of the Funds. In such capacity, the Investment Manager has the power to make decisions regarding the dispositions of the proceeds from the sale of the Common Units. Under the rules promulgated by the Securities and Exchange Commission, the Investment Manager and the managing member of the IMGP (Mr. Tananbaum) may be considered “beneficial owners” of securities acquired by the Funds.  The Reporting Persons have the right to receive the proceeds from the sale of, or the power to direct the receipt of distributions from, the Common Units reported in this Schedule 13G.

Item 7

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON:

Not applicable.

Item 8

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

Item 9

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

Item 10

CERTIFICATION:

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.

GOLDENTREE ASSET MANAGEMENT LP

By:

Goldentree Asset Management LLC, its General Partner

By:

Name:   Steven A. Tananbaum

Title:   Managing Member

GOLDENTREE ASSET MANAGEMENT LLC

By:

Name:   Steven A. Tananbaum

Title:   Managing Member

STEVEN A. TANANBAUM