StoneMor Form 4 STONEMOR PARTNERS / ROBERT B HELLMAN JR ownership change

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

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X

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^*

HELLMAN ROBERT B JR

(Last) (First) (Middle)

950 TOWER LANE, SUITE 800

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STONEMOR PARTNERS LP [ STON ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019

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 representing limited partner interests	12/31/2019		D(1)(2)		41,567	D	(1)	0	D
Common units representing limited partner interests	12/31/2019		D(2)(3)(4)		2,364,162	D	(1)	0	I	By American Cemeteries Infrastructure Investors, LLC(5)(6)
Common units representing limited partner interests	12/31/2019		D(2)(3)(4)		2,076,523(7)	D	(1)	0	I	By StoneMor GP Holdings LLC(5)(6)

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. Pursuant to the Merger and Reorganization Agreement and Plan of Merger dated as of September 27, 2018 (as amended to date, the "Merger Agreement"), by and among StoneMor Partners L.P. (the "Partnership"), StoneMor GP LLC (now StoneMor Inc. ("StoneMor Inc.")) and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each common unit held by the reporting person converted into one share of common stock, par value $0.01 per share of StoneMor Inc. ("StoneMor Inc. Common Shares").

2. Pursuant to Rule 12g-3(e), StoneMor Inc. is the successor issuer to the Partnership for purposes of Section 16.

3. Pursuant to the Merger Agreement, immediately prior to the Effective Time, (a) StoneMor GP Holdings LLC ("GP Holdings") contributed to StoneMor GP LLC ("GP") 2,332,878 common units (the "GP Holdings Common Units") and immediately following receipt thereof, GP contributed the GP Holdings Common Units to StoneMor LP Holdings, LLC, ("LP Sub") and LP Sub was admitted as a limited partner of the Partnership; and (b) GP converted into StoneMor Inc. (the "Conversion"). GP Holdings received as a result of the Conversion and as consideration for the pre-closing transactions and the merger, 5,099,969 shares of StoneMor Inc.

4. (Continued from footnote 3) Common Stock, subject to adjustment pursuant to the Merger Agreement as if GP Holdings held 5,099,969 common units immediately prior to the Effective Time representing the 2,332,878 GP Holdings Common Units owned by LP Sub and the agreed upon valuation (in common units) of 2,767,091 common units in exchange for the governance and all economic and other rights associated with the general partnership interest held indirectly by GP Holdings immediately prior to the Conversion.

5. GP Holdings is majority owned by a trust for the pecuniary benefit of American Cemeteries Infrastructure Investors, LLC ("ACII"). ACII is managed by its manager, AIM Universal Holdings, LLC ("AUH"), and is owned by its members: American Infrastructure MLP Fund II, L.P. ("AIM II"), American Infrastructure MLP Founders Fund II, L.P. ("AIM FF II"), AIM II Delaware StoneMor, Inc. ("AIM II StoneMor") and AIM Cemetery Infrastructure, L.P. ("AIM Cemetery Infrastructure"). AIM II StoneMor is owned by American Infrastructure MLP Management II, L.L.C. ("AIM Management II") and AIM II Offshore, L.P. ("AIM II Offshore"). AIM Management II is the general partner of AIM II, AIM FFII and AIM II Offshore. AUH is the general partner of AIM Cemetery Infrastructure. The reporting person is a director of GP Holdings, a managing member of AIM Management II, the president of AIM II StoneMor and a member of AUH.

6. The reporting person shared the power to vote or dispose of the common units held directly by GP Holdings and ACII and, therefore, may be deemed to have voting and investment power with respect to such common units. The reporting person disclaims beneficial ownership of these common units except to the extent of his pecuniary interest therein.

7. Represented the proportionate interest of ACII in 2,332,878 common units of the Partnership held by GP Holdings. GP Holdings is majority-owned by a trust for the pecuniary benefit of ACII.

Remarks:

The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.

	/s/ Shirley Herman, Attorney-in-Fact	12/31/2019
	** Signature of Reporting Person	Date
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