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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PENN VIRGINIA CORP (Last) (First) (Middle) 100 MATSONFORD ROAD SUITE 300 THREE RADNOR CORPORATE CENTER (Street) RADNOR PA 19087 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PENN VIRGINIA RESOURCE PARTNERS L P [ PVR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) 100% owner of general partner
	3. Date of Earliest Transaction (Month/Day/Year) 07/21/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Units	07/21/2009		J(1)		65	D	$0(1)	19,638,484	I	Parent Company(2)

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

Explanation of Responses:

1. Transfer of common units by Penn Virginia Resource GP Corp. ("GP Corp") to certain directors, officers and employees of Penn Virginia Resource GP, LLC, the general partner of the Issuer (the "General Partner") pursuant to the General Partner's Fifth Amended and Restated Long-term Incentive Plan (the "Plan"). The transfer date value of the common units was $15.26.

2. Penn Virginia Corporation is the ultimate parent company of Penn Virginia GP Holdings, L.P. ("GP Holdings") and GP Corp. As such, Penn Virginia Corporation may be deemed to beneficially own common units held by GP Holdings and GP Corp. In addition, as the ultimate parent company of PVG GP, LLC, the general partner of GP Holdings, the ultimate parent company of the General Partner, Penn Virginia Corporation appoints the directors of the General Partner.

	Nancy M. Snyder, Vice President	08/17/2009
	** 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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