SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CRAFT JOSEPH W III

(Last)

(First)

(Middle)

1717 S. BOULDER AVENUE

SUITE 400

(Street)

TULSA

74119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCE RESOURCE PARTNERS LP [ ARLP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and Chief Executive

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2017

4. If Amendment, Date of 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

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 Unit	07/28/2017		J⁽⁴⁾		56,100,000	A	⁽⁴⁾	87,188,338	I	By Alliance Holdings GP, L.P.⁽⁵⁾
Common Unit	07/28/2017		J⁽⁴⁾		7,181	A	⁽⁴⁾	7,181	I	By Alliance Resource GP, LLC⁽⁵⁾
Common Unit								357,452	D
Common Unit								2,000	I	By son

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom unit	⁽¹⁾							⁽²⁾	⁽³⁾	Common unit	201,103		201,103	D

Explanation of Responses:

1. 1 for 1

2. The Phantom units are to be settled in ARLP common units upon the reporting person's death or termination.

3. Not applicable

4. On July 28, 2017, (i) Alliance Resource Management GP, LLC ("MGP") contributed to Alliance Resource Partners, L.P. ("ARLP") all of its incentive distribution rights representing non-voting interests in ARLP together with its 0.99% general partner interest in ARLP in exchange for a non-economic general partner interest in ARLP and 56,100,000 common units representing limited partner interests in ARLP, and (ii) Alliance Resource GP, LLC ("SGP") contributed to ARLP its 0.01% general partner interest in ARLP and its 0.01% general partner interest in Alliance Resource Operating Partners, L.P. in exchange for 7,181 common units of ARLP. MGP then distributed its 56,100,000 common units of ARLP to its sole member MGP II, LLC ("MGP II").

5. Mr. Craft indirectly wholly owns Alliance GP, LLC, the general partner of AHGP, which wholly owns MGP II and directly owns 31,088,338 common units of ARLP. Mr. Craft and Kathleen S. Craft jointly own SGP. Mr. Craft disclaims beneficial ownership of the common units of ARLP held by AHGP, MGP II and SGP except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Joseph W. Craft by Kenneth Hemm, pursuant to power of attorney dated April 10, 2013	08/01/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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