Axelrod Andrew Form 4 STONEMOR PARTNERS / Andrew Axelrod 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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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^*

Axelrod Andrew

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK NY 10019

(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	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
Common Units	12/31/2019		D(1)(2)		11,674,095	D	(1)	0	I	See footnotes(3)(4)

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	(6)	12/31/2019		M(2)(5)			37,843,177	(6)	(6)	Common Units(5)	37,843,177	(5)	0	I	See footnotes(3)(4)
Restricted Phantom Units	(7)	12/31/2019		D(2)(8)			9,174.312	(7)	(7)	Common Units	9,174.312	(8)	0	D(4)

1. Name and Address of Reporting Person^*

Axelrod Andrew

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AXAR CAPITAL MANAGEMENT L.P.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS

30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Axar GP, LLC

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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. ("StoneMor LP"), StoneMor GP LLC (now StoneMor Inc.) and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each Common Unit of StneMor LP held by the Reporting Persons converted into one share of common stock, par value $0.01 per share, of StoneMor Inc. ("Common Stock").

2. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, StoneMor Inc. is the successor issuer to StoneMor LP for purposes of Section 16.

3. This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the securities held by certain funds and/or managed accounts (collectively, the "Axar Vehicles"). The Investment Manager serves as the investment manager of the Axar Vehicles. GP is the general partner of Investment Manager. Mr. Andrew Axelrod serves as the sole member of the GP.

4. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

5. Pursuant to the terms of the Third Amended and Restated Agreement of Limited Partnership of StoneMor LP, dated as of June 27, 2019 (the "LPA"), at the Effective Time, each Series A Preferred Unit of StoneMor LP held by the Reporting Persons converted into one share of Common Stock.

6. Each Series A Preferred Unit of StoneMor LP (i) was convertible into one Common Unit of StoneMor LP at the option of the holder thereof beginning on the 10th day following the completion of the Rights Offering (as defined in the LPA) and (ii) at the Effective Time converted into one share of Common Stock in accordance with the terms of the LPA.

7. Each restricted phantom unit is the economic equivalent of one Common Unit. Restricted phantom units become payable, in cash or Common Units, at the election of the issuer, upon the separation of Mr. Andrew Axelrod from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended.

8. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding award of restricted phantom units originally granted to Mr. Andrew Axelrod pursuant to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan was assumed by StoneMor Inc. and converted into an award denominated in shares of restricted phantom common stock, par value $0.01 per share of StoneMor Inc. ("StoneMor Inc. Phantom Stock Award") equal to the number of restricted phantom units that were subject to such award of restricted phantom units prior to the Effective Time. Each StoneMor Inc. Phantom Stock Award is subject to the same terms and conditions as were applicable to such award of restricted phantom units immediately before the Effective Time.

Remarks:

Because Andrew Axelrod serves on the board of directors of the Issuer as a representative of the Reporting Persons, each of the Investment Manager and the GP is a director by deputization.

	AXAR CAPITAL MANAGEMENT, LP, By: Axar GP LLC, its general partner, By:/s/ Andrew Axelrod, its Sole Member	01/02/2020
	AXAR GP LLC, By: /s/ Andrew Axelrod, its Sole Member	01/02/2020
	/s/ Andrew Axelrod	01/02/2020
	** Signature of Reporting Person	Date
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