SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

LAWRENCE BRYAN H

(Last)

(First)

(Middle)

410 PARK AVENUE

19TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2016

3. Issuer Name and Ticker or Trading Symbol
Rhino Resource Partners LP [ RHNO ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	5,000,000⁽¹⁾	I	See footnote⁽²⁾
Series A Preferred Units	1,300,000⁽¹⁾⁽³⁾	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Mr. Lawrence disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Lawrence is the beneficial owner of the securities for Section 16 or any other purpose.

2. These securities are owned directly by Rhino Resource Partners Holdings LLC ("Holdings"). The members of Holdings are Yorktown Energy Partners VI, L.P. ("Yorktown VI"), Yorktown Energy Partners VII, L.P. ("Yorktown VII"), Yorktown Energy Partners VIII, L.P. ("Yorktown VIII") and Yorktown Energy Partners IX, L.P. ("Yorktown IX"). Mr. Lawrence is a member and manager of (a) Yorktown VI Associates LLC, the general partner of Yorktown VI Company LP, the general partner of Yorktown VI, (b) Yorktown VII Associates LLC, the general partner of Yorktown VII Company LP, the general partner of Yorktown VII, (c) Yorktown VIII Associates LLC, the general partner of Yorktown VIII Company LP, the general partner of Yorktown VIII and (d) Yorktown IX Associates LLC, the general partner of Yorktown IX Company LP, the general partner of Yorktown IX.

3. The issuer has the option to convert the outstanding Series A Preferred Units at any time on or after the time at which the amount of aggregate distributions paid in respect of each Series A Preferred Unit exceeds $10.00 per unit. Each Series A Preferred Unit will convert into a number of common units equal to the quotient (the "Series A Conversion Ratio") of (i) the sum of $10.00 and any unpaid distributions in respect of such Series A Preferred Unit divided by (ii) 75% of the volume-weighted average closing price of the common units for the preceding 90 trading days (the "VWAP"); provided however, that the VWAP will be capped at a minimum of $2.00 and a maximum of $10.00. On December 31, 2021, all outstanding Series A Preferred Units will convert into common units at the then applicable Series A Conversion Ratio.

4. These securities are owned directly by Weston Energy LLC ("Weston"). Mr. Lawrence is a member and manager of Yorktown XI Associates LLC, the general partner of Yorktown XI Company LP, the general partner of Yorktown Energy Partners XI, L.P., the sole member of Weston.

Remarks:

	/s/ Bryan H. Lawrence	04/25/2017
	** 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 5 (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.