| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rhino Resource Partners LP [ RNO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/05/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units | 10/05/2010 | A | 8,666,400(1)(2) | A | (2) | 8,666,400 | I | See Note(1) | ||
| Common Units | 10/05/2010 | A | 6,100(3) | A | (3) | 6,100 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subordinated Units | $0 | 10/05/2010 | A | 12,397,000 | (4) | (4) | Common Units | 12,397,000 | $0 | 12,397,000 | I | See Note(1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This form is jointly filed by Wexford Capital LP ("Wexford Capital"), Charles E. Davidson, Joseph M. Jacobs and Wexford GP LLC ("Wexford GP"). The common units and subordinated units shown as beneficially owned by Charles E. Davidson, Joseph M. Jacobs, Wexford GP and Wexford Capital, reflect common units and subordinated units owned of record by Rhino Energy Holdings LLC ("Rhino Holdings"). Wexford Capital serves as manager for Rhino Holdings and as such may be deemed to share beneficial ownership of the units beneficially owned by Rhino Holdings, but disclaims such beneficial ownership. Wexford GP, as the general partner of Wexford Capital, may be deemed to share beneficial ownership of the units beneficially owned by Rhino Holdings. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by Rhino Holdings for which Wexford Capital serves as manager, but disclaim such beneficial ownership. |
| 2. Pursuant to the Contribution, Conveyance and Assumption Agreement with Rhino Resource Partners LP (the "Partnership"), Rhino Holdings has received 8,666,400 common units and 12,397,000 subordinated units upon the closing of the Partnership's initial public offering on October 5, 2010. |
| 3. Under the Rhino Long-Term Incentive Plan (the "Plan"), each of Joseph M. Jacobs, Mark Zand, Jay L. Maymudes, Arthur H. Amron and Kenneth A. Rubin, as directors of Rhino GP LLC, the general partner of the Partnership, acting on behalf of and as agent for Wexford Capital, were granted 1,220 common units subject to the terms and conditions set forth in the Plan. Of the 6,100 common units granted pursuant to the Plan (the "Unit Awards"), 1,525 Unit Awards vested on the grant date, October 5, 2010. The remaining 4575 Restricted Units will vest in three equal installments on the 1st day of the 1st, 2nd and 3rd calendar quarters beginning after the grant date. |
| 4. The subordinated units will convert into common units on a one-for-one basis at the end of the subordination period described in the Partnership's Registration Statement on Form S-1 (333-166550). |
| Remarks: |
| Arthur H. Amron, Partner and Secretary of Wexford Capital LP | 10/07/2010 | |
| Arthur H. Amron, Vice President and Assistant Secretary of Wexford GP LLC | 10/07/2010 | |
| Charles E. Davidson | 10/07/2010 | |
| Joseph M. Jacobs | 10/07/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||