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*
WEXFORD CAPITAL LP

(Last) (First) (Middle)
411 WEST PUTNAM AVENUE
SUITE 125

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rhino Resource Partners LP [ RNO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Units 12/31/2012 J(1) 1,608,945 D (1) 6,010,265 I See Footnotes(3)(2)
Common Units 19,740 D(4)(5)
Common Units 486,744 I See Footnote(6)
Common Units 140,966 D(7)
Common Units 603,647 I See Footnote(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units $0 12/31/2012 01/01/2013 J(1) 2,301,542 (9) (9) Common Units 2,301,542 $0 8,597,487 I See footnotes(3)(2)
Subordinated Units $0 (9) (9) Common Units 696,268 696,268 I See footnote(6)
Subordinated Units $0 (9) (9) Common Units(9) 201,642 201,642 D(7)
Subordinated Units $0 (9) (9) Common Units 863,509 863,509 I See Footnote(8)
1. Name and Address of Reporting Person*
WEXFORD CAPITAL LP

(Last) (First) (Middle)
411 WEST PUTNAM AVENUE
SUITE 125

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVIDSON CHARLES E

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVE.

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wexford GP LLC

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
SUITE 125

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JACOBS JOSEPH

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE, SUITE 125

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Rhino Energy Holdings LLC ("REH") made an in-kind distribution of 1,608,945 common units and 2,301,542 subordinated units to certain of its investors.
2. This form is jointly filed by Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs") and Wexford GP LLC ("Wexford GP"). The common units shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford, reflect common units owned of record by REH. Wexford serves as manager for REH and as such may be deemed to share beneficial ownership of the units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (3) below).
3. (*continued from Footnote (2) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by REH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest.
4. Under the Rhino Long-Term Incentive Plan (the "Plan"), on October 5, 2010, on behalf of the services of Joseph M. Jacobs, Mark D. Zand, Jay L. Maymudes, Arthur H. Amron and Kenneth A. Rubin, as directors of Rhino GP LLC, the general partner of the Partnership, Wexford was granted 6,100 common units subject to the terms and conditions set forth in the Plan. These common units became fully vested as of July 1, 2011. On November 3, 2011, Wexford on behalf of the services of these same individual directors was granted an additional 6,130 common units subject to the terms and conditions set forth in the Plan. These common units became fully vested as of July 1, 2012. On October 31, 2012, Wexford on behalf of the services of these same individual directors was granted an additional 7,510 common units subject to the terms and conditions set forth in the Plan. (*continued under Footnote (5) below).
5. (*continued from Footnote (4) above) These additional units are subject to vesting as follows: 1,880 units vested on the grant date, 1,880 units vested on January 1, 2013, 1,875 units will vest on April 1, 2013 and 1,875 units will vest on July 1, 2013.
6. Davidson, as the sole managing member of CD Holding Company, LLC and the beneficial owner of Charles E. Davidson Roth IRA #4 JPMC, received an in-kind distribution of 281,028 common units and 402,007 subordinated units.
7. Jacobs, individually, and as a member of Jacobs Holdings LLC and the beneficial owner of Joseph Jacobs Roth IRA 7 received an in-kind distribution of 91,412 common units and 130,757 subordinated units.
8. Rhino Resource Holdings LLC ("RRH") received an in-kind distribution of 237,132 common units and 339,216 subordinated units. Wexford serves as manager for RRH and as such may be deemed to share beneficial ownership of the units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by RRH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest.
9. The subordinated units will convert into common units on a one-for-one basis at the times set forth in, and subject to the terms and condidtions of, the issuer's Partnership Agreement.
Remarks:
Wexford Capital LP By: Wexford GP LLC, its General Partner By: Arthur H. Amron, Vice President and Assistant Secretary 01/03/2013
Wexford GP LLC By: Arthur H. Amron, Vice President and Assistant Secretary 01/03/2013
Joseph M. Jacobs 01/03/2013
Charles E. Davidson 01/03/2013
** Signature of Reporting Person Date
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* 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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