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Filing Details

Accession Number:: 0001209191-17-001641
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-01-04 21:20:26
Reporting Period:: 2016-12-30

Filing Date:: 2017-01-04
Accepted Time:: 2017-01-04 21:20:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1286131	Stonemor Partners Lp	STON	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1168211	Jr B Robert Hellman	950 Tower Lane, Suite 800 Foster City CA 94404		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Acquisiton	2016-12-30	2,076,523	$8.57	2,076,523	No	4	A	Indirect	By GP Holdings
Common Units Representing Limited Partner Interests	Acquisiton	2017-01-03	1,109	$8.95	23,611	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	By GP Holdings
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units Representing Limited Partner Interests	Preemptive Right (obligation to sell)	Acquisiton	2016-12-30	512,709	$0.00	512,709	$8.57

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
512,709	2016-12-30	2017-01-19	No	4	A	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	2,285,820	Indirect	By American Cemeteries Infrastructure Investors, LLC

Footnotes

Represents the proportionate interest of American Cemeteries Infrastructure Investors, LLC ("ACII") in 2,332,878 common units of StoneMor Partners, L.P. (the "Partnership") issued and sold to StoneMor GP Holdings LLC ("GP Holdings") by the Partnership, which purchase was funded by the purchase of common units of GP Holdings (the "GP Holdings Units") by a trust for the pecuniary benefit of ACII (collectively, the "Transaction").
GP Holdings is majority owned by the above mentioned trust for the pecuniary benefit of 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 Cemetary 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.
The Reporting Person shares 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.
These purchases were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 14, 2016.
Each of the remaining members of GP Holdings has a preemptive right to purchase from ACII their respective pro rata share of the GP Holdings Units purchased by ACII in the Transaction, based on their respective ownership interests in GP Holdings prior to the Transaction. The purchase price of such GP Holdings Units upon exercise of the preemptive rights is the same purchase price paid for the GP Holdings Units by ACII in the Transaction (which translates to a price of $8.57 per underlying common unit of the Partnership).
Represents ACII's proportionate interest in the aggregate number of common units underlying the preemptive rights. If all holders of preemptive rights exercise their preemptive rights in full, ACII's proportionate interest in the 2,332,878 common units held by GP Holdings will decline by 512,709 common units to 1,563,814 common units.