Mangrove Partners Form 4 STONEMOR PARTNERS / PARTNERS MANGROVE 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^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN E9 KY1-1104

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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

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
Series A Preferred Units	(1)	12/31/2019		J(2)(13)			1,323,806	(1)	(1)	Common Units	1,323,806	(2)(13)	0	I	By MPF InvestCo 6, LLC(6)(12)
Series A Preferred Units	(1)	12/31/2019		J(2)(13)			540,438	(1)	(1)	Common Units	540,438	(2)(13)	0	I	By MPF InvestCo 7, LLC(7)(12)
Series A Preferred Units	(1)	12/31/2019		J(2)(13)			1,441,276	(1)	(1)	Common Units	1,441,276	(2)(13)	0	I	By MPF InvestCo 8, LLC(8)(12)
Series A Preferred Units	(1)	12/31/2019		J(2)			1,828,929	(1)	(1)	Common Units	1,828,929	(2)	0	I	By The Mangrove Partners Fund, L.P.(9)(12)
Series A Preferred Units	(1)	12/31/2019		J(2)			5,160,383	(1)	(1)	Common Units	5,160,383	(2)	0	I	By The Mangrove Partners Fund (Cayman Partnership), L.P.(10)(12)
Cash-Settled Total Return Swap (obligation to buy)	(3)(5)	12/31/2019		J(2)			2,369,877	(3)(5)	07/22/2022	Common Units	2,369,877	(2)	0	D(11)(12)
Cash-Settled Total Return Swap (obligation to buy)	(4)(5)	12/31/2019		J(2)			48,893	(4)(5)	05/30/2022	Common Units	48,893	(2)	0	D(11)(12)

1. Name and Address of Reporting Person^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund (Cayman Drawdown), L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners i-Feeder 1, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 308, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund (Cayman), Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund, L.P.

(Last) (First) (Middle)

645 MADISON AVENUE

14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund (Cayman Partnership), L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANGROVE PARTNERS

(Last) (First) (Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AUGUST NATHANIEL H.

(Last) (First) (Middle)

645 MADISON AVENUE

14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Each Series A Preferred Unit ("Preferred Unit") is convertible into one common unit representing a limited partnership unit of the Issuer ("Common Unit") (i) at the option of the holder thereof beginning on the 10th day following the completion of the Rights Offering (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership, dated as of June 27, 2019 (the "LPA")) and (ii) automatically upon the consummation of the merger pursuant to the Merger Agreement (as defined in footnote 2 herein). The Preferred Units do not have an expiration date.

2. 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 the Issuer, 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 Preferred Unit held by the Reporting Persons and each Common Unit underlying swaps held by Master Fund converted into one share of common stock, par value $0.01 per share of StoneMor Inc. ("Common Stock"). At the Effective Time, the shares of Common Stock received in exchange for the Preferred Units are held directly by Master Fund.

3. These cash-settled total return swaps were entered into by The Mangrove Partners Master Fund, Ltd. ("Master Fund") between July 20, 2017 and May 24, 2019, with Morgan Stanley Capital Services LLC as the counterparty and at prices between $2.0669 and $7.5468. The swaps can be settled and closed at any time by Master Fund.

4. These cash-settled total return swaps were entered into by Master Fund between May 28, 2019 and June 17, 2019, with Barclays Bank PLC as the counterparty and at prices between $2.0029 and $2.586. The swaps can be settled and closed at any time by Master Fund.

5. The swaps provide Master Fund with economic exposure to the Common Units referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Units increases, and benefitting counterparty if the price of the Common Units decreases. The swap does not provide Master Fund with the power to vote or direct the voting or dispose of, or to dispose or direct the disposition of, the Subject Securities, nor the right to acquire such power over the Subject Securities. The Reporting Persons expressly disclaim beneficial ownership of the Subject Securities.

6. The Mangrove Partners Fund (Cayman Drawdown), L.P. ("Cayman Drawdown") wholly owns MPF InvestCo 6, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of Cayman Drawdown.

7. The Mangrove Partners i-Feeder 1, Ltd. ("i-Feeder") wholly owns MPF InvestCo 7, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of i-Feeder.

8. The Mangrove Partners Fund (Cayman), Ltd. ("Mangrove Fund Cayman") wholly owns MPF InvestCo 8, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of Mangrove Fund Cayman.

9. The Mangrove Partners Fund, L.P. is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners Fund, L.P.

10. The Mangrove Partners Fund (Cayman Partnership), L.P. is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners Fund (Cayman Partnership), L.P.

11. Mangrove Partners serves as investment manager of Master Fund.

12. Master Fund, Mangrove Partners and Nathaniel H. August, the principal of Mangrove Partners, may be deemed to indirectly beneficially own the securities reported herein and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any.

13. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of MPF InvestCo 6, LLC, MPF InvestCo 7, LLC and MPF InvestCo 8, LLC was assumed by StoneMor Inc. in a transaction intended to be tax-free under the U.S. Internal Revenue Code of 1986, as amended, in exchange for one share of Common Stock for each Preferred Unit held by each of MPF InvestCo 6, LLC, MPF InvestCo 7, LLC and MPF InvestCo 8, LLC. At the Effective Time, such shares of Common Stock are held directly by Master Fund.

	The Mangrove Partners Master Fund, Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners Fund (Cayman Drawdown), L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners i-Feeder 1, Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners Fund (Cayman), Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners Fund, L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners Fund (Cayman Partnership), L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	Mangrove Partners, By: /s/ Nathaniel H. August, Director	01/03/2020
	/s/ Nathaniel H. August	01/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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