Sec Form 4 Filing - HELLMAN ROBERT B JR @ STONEMOR PARTNERS LP - 2014-08-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HELLMAN ROBERT B JR 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 950 TOWER LANE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 08/14/2014 (Street) FOSTER CITY, CA94404 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 representing limited partner interests 08/14/2014 A 57,062 ( 1 ) A $ 24.12 ( 1 ) 2,313,009 I By American Cemeteries Infrastructure Investors, LLC ( 2 ) Common units representing limited partner interests 08/15/2014 S( 3 ) 26,000 D $ 24.49 ( 4 ) 2,287,009 I By American Cemeteries Infrastructure Investors, LLC ( 2 ) Common units representing limited partner interests 08/18/2014 S( 3 ) 15,000 D $ 24.65 ( 5 ) 2,272,009 I By American Cemeteries Infrastructure Investors, LLC ( 2 ) Common units representing limited partner interests 15,911 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HELLMAN ROBERT B JR 950 TOWER LANE, SUITE 800 FOSTER CITY, CA94404 X Signatures /s/ Robert B. Hellman Jr. 08/18/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 14, 2014, StoneMor Partners L.P. (the "Company") issued 57,062 common units representing limited partner interests ("common units") in the Company to American Cemeteries Infrastructure Investors, LLC ("ACII") in lieu of cash distributions of $0.61 per common unit on 2,255,947 common units held by ACII. The number of common units issued in lieu of cash distributions was calculated based on the quotient of (A) the amount of the quarterly distribution paid on the outstanding common units by (B) the volume-weighted average price of the common units for the thirty (30) trading days immediately preceding July 25, 2014, the date on which Company declared a quarterly distribution with respect to the common units, which was $24.1162. ( 2 )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") and AIM II Delaware StoneMor, Inc. ("AIM II StoneMor"). 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. The Reporting Person is 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 these units and therefore may be deemed to have voting and investment power with respect to such units. The Reporting Person disclaims beneficial ownership of the common units except to the extent of his pecuniary interest therein. ( 3 )ACII's sales of common units reported herein were matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of the Reporting Person's pecuniary interest therein, with the Reporting Person's purchases, pursuant to a Rule 10b5-1 plan adopted on November 11, 2013, of common units at prices ranging between $23.81 and $24.24 on May 1, 2014 and June 2, 2014. The Reporting Person has agreed to pay to the Company, upon settlement of the sales reported herein, the profit realized by the Reporting Person in connection with the short-swing transaction, less transaction costs. ( 4 )The price reported in Column 4 is a weighted average price. The common units were purchased in multiple transactions at prices ranging from $24.24 - $24.62, inclusive. The Reporting Person undertakes to provide to the Company, any holder of common units, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units sold at each separate price within the range set forth in this footnote (4) to this Form 4. ( 5 )The price reported in Column 4 is a weighted average price. The common units were purchased in multiple transactions at prices ranging from $24.57 - $24.72, inclusive. The Reporting Person undertakes to provide to the Company, any holder of common units, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units sold at each separate price within the range set forth in this footnote (5) to this Form 4.

Remarks: The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.

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 4(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.