UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event~~1934 ~~reported): December 21, 2018~~

~~__________________________________________~~Date of Report (Date of earliest event reported): January 22, 2019

WESTMORELAND RESOURCE PARTNERS, LP

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

__________________________________________


Delaware	001-34815	77-0695453
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9540 South Maroon Circle, Suite 300 Englewood, CO		80112
(Address of principal executive offices)		(Zip Code)

Delaware	001-34815	77-0695453
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

(855) 922-6463

9540 South Maroon Circle,Suite 300Englewood, CO	80112
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code)

~~Registrant's~~Not ~~telephone~~Applicable ~~number, including area code: (855) 922-6463~~

~~_______________________________________________________~~(Former name or former address, if changed since last report)

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~ below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~☐ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

~~o Written~~☐ ~~communications~~Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

~~o Soliciting~~☐ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b) )

o ☐ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~o Pre-commencement~~Indicate ~~communications~~by ~~pursuant~~check tomark whether the registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~13e~~12b-~~4(c~~2 of this chapter))

~~Indicate~~Emerging ~~by check mark whether the registrant is an emerging~~ growth company ☐ ~~as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~

~~o Emerging~~If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

IfItem an1.01. ~~emerging~~Entry ~~growth~~into company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ofMaterial ~~the~~Definitive ~~Exchange Act~~Agreement. o

~~Item~~As previously disclosed, on October ~~5.02.~~9, ~~Departure~~2018 (the “Petition Date”), Westmoreland Coal Company (“WCC”), certain of ~~Directors~~its orsubsidiaries, ~~Certain~~including ~~Officers;~~Westmoreland ~~Election~~Resource Partners, LP (the “Company”) and the Company’s wholly owned subsidiaries (collectively, the “Debtors”), filed voluntary petitions for relief under chapter 11 of ~~Directors;~~title ~~Appointment~~11 of ~~Certain~~the ~~Officers;~~United ~~Compensatory~~States ~~Arrangements~~Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of ~~Certain~~Texas ~~Officers~~(the “Bankruptcy Court”). Since the Petition Date, the Debtors have continued to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

On ~~December 21~~January 22, ~~2018~~2019, ~~Robert~~the ~~Clutterbuck,~~Company aand ~~member~~certain of ~~the~~its ~~Board~~wholly owned ofsubsidiaries ~~Directors~~ (the “~~Board~~Sellers”) ofentered ~~Westmoreland~~into ~~Resources~~an GPAsset ~~LLC~~Purchase Agreement (the “~~General~~Asset ~~Partner~~Purchase Agreement”) with Sabine Pass Coal Company, LLC, a Virginia limited liability company (the “Purchaser”) ~~general~~and ~~partner~~Merida ofNatural ~~Westmoreland~~Resources, ~~Resource~~LLC, ~~Partners~~a Virginia limited liability company, Las guarantor.P. (Pursuant to the ~~"Partnership")~~Asset Purchase Agreement, ~~resigned as~~ ~~a director~~ the Purchasers will acquire substantially all of the ~~Board~~assets ~~for~~primarily ~~personal~~related ~~reasons.~~to ~~Mr.~~the Sellers’ ~~Clutterbuck's~~mining ~~resignation~~complexes ~~was~~located ~~effective~~in ~~December~~and 21primarily related to the mines commonly referred to as Cadiz, ~~2018~~Tuscarawas, Belmont, New Lexington, Noble, Plainfield, Muhlenberg and ~~there~~Tusky, ~~were~~which nothe ~~disagreements~~Company ~~between~~commonly ~~Mr.~~refers ~~Clutterbuck~~to in the aggregate as “Oxford” and certain other assets primarily related to the ~~General~~Oxford ~~Partner~~mining complexes (such mining complexes and assets collectively, the “Oxford Assets”). More information on the assets comprising the Oxford Assets can be found in the Company’s Annual Report on Form 10-K for the year ended December ~~Partnership~~31, 2017, filed with the Securities and Exchange Commission on April or2, ~~any~~2018. ~~officer~~In orconsideration ~~director~~for the sale of the Oxford ~~General~~Assets, ~~Partner~~among ~~which~~other ~~led~~things, the Purchaser will assume certain liabilities of Sellers, including all liabilities of Sellers arising out of or relating to ~~Mr.~~the ~~Clutterbuck's~~Sellers’ ~~decision~~mine reclamation and other post-mining liabilities relating to the Oxford Assets.

~~SIGNATURE~~The Asset Purchase Agreement is subject to the Sellers’ consideration of higher or otherwise better competing bids, and the Sellers are permitted to continue to receive and consider competing bids prior to the confirmation of the Asset Purchase Agreement by the Bankruptcy Court. Further, the consummation of the transactions contemplated by the Asset Purchase Agreement is subject to customary closing conditions.

The Asset Purchase Agreement is filed herewith as Exhibit 10.1. It is incorporated herein by reference, and the foregoing description of the terms of the Asset Purchase Agreement is qualified in all respects by the actual text of the Asset Purchase Agreement.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

2.1		Asset Purchase Agreement, dated as of January 22, 2019, by and among Sabine Pass Coal Company, LLC, a Virginia limited liability company, Merida Natural Resources, LLC, a Virginia limited liability company, as guarantor, Westmoreland Resource Partners, LP, a Delaware limited partnership and the directly and indirectly wholly owned subsidiaries of the Company party thereto.*

*	Exhibits omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

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 hereunto duly authorized.

	~~WESTMORELAND RESOURCE PARTNERS, LP~~		WESTMORELAND RESOURCE PARTNERS, LP
Date: December 27, 2018	By:	/s/ Samuel N. Hagreen
Date: January 28, 2019			By:	/s/ Samuel N. Hagreen
		Samuel N. HagreenSecretary & Associate General Counsel
			Name:	Samuel N. Hagreen
			Title:	Secretary & Associate General Counsel

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