Mangrove Partners Master Fund SC 13G Stonemor Partners LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

STONEMOR PARTNERS LP

 (Name of Issuer)

Common Units Representing Limited Partnership Interests

 (Title of Class of Securities)

86183Q100

 (CUSIP Number)

October 25, 2019

 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[    ]Rule 13d-1(b)

[ X ]Rule 13d-1(c)

[    ]Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 18 Pages

Exhibit Index: Page 16

CUSIP No. 86183Q100
Page 2 of 18 Pages

1	NAMES OF REPORTING PERSONS
	THE MANGROVE PARTNERS MASTER FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			10,294,832 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,294,832 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,294,832 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  Represents Common Units the Reporting Person has the right to acquire upon conversion of Preferred Units (defined herein).

CUSIP No. 86183Q100
Page 3 of 18 Pages

1	NAMES OF REPORTING PERSONS
	MANGROVE PARTNERS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			10,294,832 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,294,832 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,294,832 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  Represents Common Units the Reporting Person has the right to acquire upon conversion of Preferred Units (defined herein).

CUSIP No. 86183Q100
Page 4 of 18 Pages

1	NAMES OF REPORTING PERSONS
	THE MANGROVE PARTNERS FUND (CAYMAN DRAWDOWN), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,323,806 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,323,806 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,323,806 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)  Represents Common Units the Reporting Person has the right to acquire upon conversion of Preferred Units (defined herein).

CUSIP No. 86183Q100
Page 5 of 18 Pages

1	NAMES OF REPORTING PERSONS
	THE MANGROVE PARTNERS I-FEEDER 1, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			540,438 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			540,438 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	540,438 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  Represents Common Units the Reporting Person has the right to acquire upon conversion of Preferred Units (defined herein).

CUSIP No. 86183Q100
Page 6 of 18 Pages

1	NAMES OF REPORTING PERSONS
	THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,441,276 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,441,276 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,441,276 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  Represents Common Units the Reporting Person has the right to acquire upon conversion of Preferred Units (defined herein).

CUSIP No. 86183Q100
Page 7 of 18 Pages

1	NAMES OF REPORTING PERSONS
	THE MANGROVE PARTNERS FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,828,929 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,828,929 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,828,929 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)  Represents Common Units the Reporting Person has the right to acquire upon conversion of Preferred Units (defined herein).

CUSIP No. 86183Q100
Page 8 of 18 Pages

1	NAMES OF REPORTING PERSONS
	THE MANGROVE PARTNERS FUND (CAYMAN PARTNERSHIP), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			5,160,383 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			5,160,383 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,160,383 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)  Represents Common Units the Reporting Person has the right to acquire upon conversion of Preferred Units (defined herein).

CUSIP No. 86183Q100
Page 9 of 18 Pages

1	NAMES OF REPORTING PERSONS
	NATHANIEL AUGUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			10,294,832 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,294,832 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,294,832 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(1)  Represents Common Units the Reporting Person has the right to acquire upon conversion of Preferred Units (defined herein).

CUSIP No. 86183Q100
Page 10 of 18 Pages

Item 1(a).              Name of Issuer:

StoneMor Partners L.P. (the “Issuer”)

Item 1(b).             Address of Issuer's Principal Executive Offices:

                             3600 Horizon Boulevard, Trevose, Pennsylvania 19053

Item 2(a).              Name of Person Filing

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

i) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”);

ii) Mangrove Partners;

iii) The Mangrove Partners Fund (Cayman Drawdown), L.P. (“Cayman Drawdown”);

iv) The Mangrove Partners i-Feeder 1, Ltd. (“i-Feeder”);

v) The Mangrove Partners Fund (Cayman), Ltd. (“Mangrove Fund Cayman”);

vi) The Mangrove Partners Fund, L.P. (“Mangrove Fund”);

vii) The Mangrove Partners Fund (Cayman Partnership), L.P. (“Cayman Partnership”); and

viii) Nathaniel August (“Mr. August”)

The Reporting Persons are filing this Statement because, as of October 25, 2019, the Series A Preferred Units of the Issuer (“Preferred Units”) became convertible, within 60 days and on a one-to-one basis, into Common Units (as defined in Item 2(d)).

This Statement relates to Preferred Units directly held by MPF InvestCo 6, LLC, a wholly-owned subsidiary of Cayman Drawdown (“InvestCo 6”), MPF InvestCo 7, LLC, a wholly-owned subsidiary of i-Feeder (“InvestCo 7”), MPF InvestCo 8, LLC, a wholly-owned subsidiary of Mangrove Fund Cayman (“InvestCo 8”), Mangrove Fund and Cayman Partnership. Each of Cayman Drawdown, i-Feeder, Mangrove Fund Cayman, Mangrove Fund and Cayman Partnership are feeder funds to, and shareholders of, the Master Fund. Mangrove Partners is the investment manager of each of the Master Fund, Cayman Drawdown, i-Feeder, Mangrove Fund Cayman, Mangrove Fund and Cayman Partnership. Mr. August is the principal and director of Mangrove Partners. As discussed further in Item 4 below, each Reporting Person may be deemed a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Act.

Item 2(b).              Address of Principal Business Office or, if None, Residence:

The address of the principal office of each Mangrove Fund and Mr. August is 645 Madison Avenue, 14th Floor, New York, New York 10022.  The address of the principal office of each of the Master Fund, Mangrove Partners, Cayman Drawdown, i-Feeder, Mangrove Fund Cayman and Cayman Partnership is c/o Maples Corporate Services, Ltd., P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.

Item 2(c).              Citizenship:

Each of the Master Fund, Mangrove Partners, i-Feeder and Mangrove Fund Cayman is organized as a limited liability exempted company under the laws of the Cayman Islands. Each of Cayman Drawdown and Cayman Partnership is organized as a limited partnership under the laws of the Cayman Islands. Mangrove Fund is a Delaware limited partnership. Mr. August is a citizen of the United States.

Item 2(d).             Title of Class of Securities:

Common Units Representing Limited Partnership Interests (“Common Units”)

Item 2(e).              CUSIP Number:

86183Q100

CUSIP No. 86183Q100
Page 11 of 18 Pages

Item 3.                   If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.                   Ownership:

Item 4(a)               Amount Beneficially Owned:

As of October 25, 2019, each of the Master Fund, Mangrove Partners, and Mr. August may be deemed the beneficial owner of 10,294,832 Common Units obtainable upon conversion of Preferred Units. This amount includes: (1) 1,323,806 Common Units obtainable upon conversion of Preferred Units beneficially owned by Cayman Drawdown through its wholly-owned subsidiary, InvestCo 6; (2) 540,438 Common Units obtainable upon conversion of Preferred Units beneficially owned by i-Feeder through its wholly-owned subsidiary, InvestCo 7; (3) 1,441,276 Common Units obtainable upon conversion of Preferred Units beneficially owned by Mangrove Fund Cayman through its wholly-owned subsidiary, InvestCo 8; (4) 1,828,929 Common Units obtainable upon conversion of Preferred Units beneficially owned by Mangrove Fund; and (5) 5,160,383 Common Units obtainable upon conversion of Preferred Units beneficially owned by Cayman Partnership.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Act, may be deemed the beneficial owner of the Common Units (including those underlying Preferred Units) directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Common Units except to the extent of his or its pecuniary interest therein. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Act, the beneficial owners of any of the Common Units directly owned by the other Reporting Persons and each of the Reporting Persons specifically disclaims beneficial ownership of the Common Units reported herein that are not directly owned by such other Reporting Persons.

Item 4(b)               Percent of Class:

Each of the Master Fund, Mangrove Partners, and Mr. August may be deemed the beneficial owner of approximately 19.4% of Common Units outstanding. Cayman Drawdown may be deemed the beneficial owner of approximately 3.0% of Common Units outstanding. i-Feeder may be deemed the beneficial owner of approximately 1.3% of Common Units outstanding. Mangrove Fund Cayman may be deemed the beneficial owner of approximately 3.3% of Common Units outstanding. Mangrove Fund may be deemed the beneficial owner of approximately 4.1% of Common Units outstanding. Cayman Partnership may be deemed the beneficial owner of approximately 10.8% of Common Units outstanding.

The beneficial ownership percentages reported in this Statement are based on the sum of (i) 42,636,311 Common Units outstanding as of October 29, 2019, according to the Issuer’s Form 8-K, filed on October 29, 2019 and (ii) the number of Common Units issuable upon conversion of the Preferred Units beneficially owned by the applicable Reporting Person, which are added to the total Common Units outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.

Item 4(c)               Number of Shares as to which such person has:

The Master Fund, Mangrove Partners and Mr. August:

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	10,294,832
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	10,294,832

CUSIP No. 86183Q100
Page 12 of 18 Pages

Cayman Drawdown

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	1,323,806
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	1,323,806

i-Feeder

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	540,438
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	540,438

Mangrove Fund Cayman

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	1,441,276
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	1,441,276

Mangrove Fund

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	1,828,929
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	1,828,929

Cayman Partnership

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	5,160,383
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	5,160,383

Item 5.                   Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.                   Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

This Item 7 is not applicable.

Item 8.                   Identification and Classification of Members of the Group:

See disclosures in Item 2 and Exhibit A.

CUSIP No. 86183Q100
Page 13 of 18 Pages

Item 9.                   Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.                 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Page 14 of 18 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

THE MANGROVE PARTNERS MASTER FUND, LTD.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

MANGROVE PARTNERS
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

THE MANGROVE PARTNERS FUND (CAYMAN DRAWDOWN), L.P.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

THE MANGROVE PARTNERS FUND I-FEEDER 1, LTD.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

THE MANGROVE PARTNERS FUND L.P.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

Page 15 of 18 Pages

THE MANGROVE PARTNERS FUND (CAYMAN PARTNERSHIP), L.P.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

 

NATHANIEL H. AUGUST

/s/ Nathaniel H. August

January 3, 2020

Page 16 of 18 Pages

EXHIBIT INDEX

Ex.		Page No.
A	Joint Filing Agreement	17-18

Page 17 of 18 Pages

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Units of StoneMor Partners L.P. dated as of January 3, 2020 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

THE MANGROVE PARTNERS MASTER FUND, LTD.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

MANGROVE PARTNERS
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

THE MANGROVE PARTNERS FUND (CAYMAN DRAWDOWN), L.P.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

THE MANGROVE PARTNERS FUND I-FEEDER 1, LTD.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

Page 18 of 18 Pages

THE MANGROVE PARTNERS FUND L.P.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

 

THE MANGROVE PARTNERS FUND (CAYMAN PARTNERSHIP), L.P.
By:	Mangrove Partners Investment Manager
	/s/ Nathaniel H. August
	Nathaniel H. August
	Director

 

NATHANIEL H. AUGUST

/s/ Nathaniel H. August

January 3, 2020