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
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1. Name and Address of Reporting Person*
WEXFORD CAPITAL LP

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2010
3. Issuer Name and Ticker or Trading Symbol
Rhino Resource Partners LP [ RNO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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)
Form filed by One Reporting Person
X 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 0(1)(2)(3)(4) I(2) See Note(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units (5) (5) Common Units (1)(3)(5) (5) I(2) See Note(2)
1. Name and Address of Reporting Person*
WEXFORD CAPITAL LP

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DAVIDSON CHARLES E

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JACOBS JOSEPH

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Wexford GP LLC

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
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").
2. 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.
3. Pursuant to the Contribution, Conveyance and Assumption Agreement with the Rhino Resource Partners LP (the "Partnership"), Rhino Holdings will own 8,647,000 common units and 12,397,000 subordinated units, upon the closing of the Partnership's initial public offering. If the Partnership increases or decreases the number of common units to be sold to the public through the underwriters, the Partnership will correspondingly decrease or increase the number of common units to be issued to Rhino Holdings, respectively.
4. In connection with the offering, the Partnership has granted the underwriters a 30 day over allotment option. In the event that some or all of the option is not exercised, the Partnership shall issue common units to Rhino Holdings in an amount equal to the portion of the option not exercised by the underwriters.
5. 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).
Wexford Capital LP By: /s/ Arthur Amron 09/28/2010
Wexford GP LLC By: /s/ Arthur Amron 09/28/2010
/s/ Charles E. Davidson 09/28/2010
/s/ Joseph M. Jacobs 09/28/2010
** 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 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).
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