8-K

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

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 21, 2013

Rhino Resource Partners LP(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-34892 (Commission File Number) 27-2377517 (IRS Employer Identification No.)

424 Lewis Hargett Circle, Suite 250
Lexington, Kentucky 40503
(Address of principal executive office) (Zip Code)

(859) 389-6500
(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2013, Rhino GP LLC (“Rhino GP”), the general partner of Rhino Resource Partners LP (the “Partnership”), entered into an amendment  (the “Amendment”) of the employment agreement dated March 31, 2010 (the “Agreement”) with David G. Zatezalo, President, Chief Executive Officer and Director of Rhino GP.  The Amendment extended the term of Mr. Zatezalo’s employment agreement to December 31, 2013 and increased his base salary from $520,000 to $540,000 for the calendar year 2013.  Mr. Zatezalo also became entitled to receive a signing bonus of $45,000 upon the execution of the Amendment.  The Amendment did not alter any other terms of the Agreement.

ITEM 7.01   Regulation FD Disclosure.

On January 22, 2013, Rhino Resource Partners LP (“Rhino” or the “Partnership”) issued a press release announcing a cash distribution of $0.445 per common unit for the quarter ended December 31, 2012, or $1.78 per unit on an annualized basis.  This distribution will be paid on February 14, 2013 to all common unitholders of record as of the close of business on February 1, 2013.

The information in this Form 8-K, including the exhibit,  shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, unless Rhino specifically states in a future filing that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.

ITEM 9.01   Financial Statements and Exhibits.

(d) Exhibits

99.1     Press Release dated January 22, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RHINO RESOURCE PARTNERS LP
	By:	Rhino GP LLC, Its General Partner
Dated: January 22, 2013	By:	/s/ Whitney C. Kegley
	Name: Whitney C. Kegley
	Title: Vice President, Secretary and General Counsel

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EXHIBIT INDEX

99.1        Press Release dated January 22, 2013.

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EX-99.1

Exhibit 99.1

News Release

Investor Contact:

Scott Morris

+1 859.519.3622

smorris@rhinolp.com

RHINO RESOURCE PARTNERS LP ANNOUNCES

FOURTH QUARTER DISTRIBUTION AND EARNINGS

RELEASE DATE

LEXINGTON, KY (January 22, 2013) — Rhino Resource Partners LP (NYSE: RNO) (“Rhino” or the “Partnership”) today announced a cash distribution of $0.445 per common unit, or $1.78 per unit on an annualized basis.  This distribution will be paid on February 14, 2013 to all common unitholders of record as of the close of business on February 1, 2013 and no distribution will be paid on the subordinated units.

Rhino today also announced that it plans to release its 2012 fourth quarter financial results on Thursday, February 28, 2013, before the market opens.  In connection with the earnings release, Rhino will host a conference call and webcast for investors and analysts to discuss its results for the quarter on Thursday, February 28, 2013, at 10:00 am (ET).

Participants should call 800-322-2803 (United States/Canada) or 617-614-4925 (International) and utilize the confirmation code 21327361. A telephonic replay will be available for anyone unable to participate in the live call. To access the replay, call 888-286-8010 (United States/Canada) or 617-801-6888 (International) and enter confirmation code 90299476. The recording will be available from 12:00 pm (ET) on Thursday, February 28, 2013 through Thursday, March 7, 2013 at 11:59 p.m. (ET). A live broadcast of the earnings conference call will also be available via the Internet at www.rhinolp.com under ‘Investor Relations’. The webcast will be archived on the site for one year.

This press release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of Rhino’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business.  Accordingly, Rhino’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

About Rhino Resource Partners LP

Rhino Resource Partners LP is a growth-oriented limited partnership.  Rhino produces metallurgical and steam coal in a variety of basins throughout the United States, it leases coal through its Elk Horn subsidiary, and it owns oil and gas acreage in the Utica and Cana Woodford plays.

About Wexford Capital LP

Rhino’s general partner, Rhino GP LLC, is an affiliate of Wexford Capital LP (“Wexford”).  Wexford is an SEC registered investment advisor with over $4.7 billion of assets under management.  Wexford has particular expertise in the energy/natural resources sector with actively managed investments in coal, oil and gas exploration and production, energy services and related sectors.  Through Wexford’s extensive portfolio of energy, resource and related investments, it sees a broad flow of potential new investment opportunities, many of which could be suitable for Rhino.  Although Wexford has no obligation to provide such investment opportunities to Rhino, it has made available several of these investments to Rhino and  expects to be in a position to continue to selectively source and underwrite for Rhino new coal, energy and related investment opportunities.

Additional information regarding Rhino and Wexford is available on their respective web sites — RhinoLP.com and Wexford.com.

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