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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/31/2019 | 3. Issuer Name and Ticker or Trading Symbol Stonemor Inc. [ STON ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 Stock | 10,294,832(6) | D(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Cash-Settled Total Return Swap (obligation to buy) | (1)(3)(4) | 07/22/2022 | Common Stock | 2,369,877 | (1)(3)(4) | D(5) | |
Cash-Settled Total Return Swap (obligation to buy) | (2)(3)(4) | 05/30/2022 | Common Stock | 48,893 | (2)(3)(4) | D(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. 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. |
2. 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. |
3. The swaps provide Master Fund with economic exposure to the Common Stock (as defined in footnote 4 herein) referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Stock increases, and benefitting counterparty if the price of the Common Stock 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. |
4. The Subject Securities for these swaps were originally common units representing limited partnership units of StoneMor Partners L.P. ("Common Units"). 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 Issuer and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each Common Unit underlying the swaps held by Master Fund converted into one share of common stock, par value $0.01 per share of the Issuer ("Common Stock"). |
5. Master Fund, Mangrove Partners, the investment manager of Master Fund, 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. |
6. Pursuant to the Merger Agreement, each Preferred Unit converted into one share of Common Stock. 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 | |
Mangrove Partners, By: /s/ Nathaniel H. August, as 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. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |