Sec Form 4 Filing - HELLMAN ROBERT B JR @ STONEMOR PARTNERS LP - 2015-05-15

Insider filing report for Changes in Beneficial Ownership
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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
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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)
05/15/2015
(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 05/15/2015 A 49,911 ( 1 ) A $ 28.93 ( 1 ) 2,305,858 I By American Cemeteries Infrastructure Investors, LLC ( 2 )
Common units representing limited partner interests 05/15/2015 S( 3 ) 49,911 D $ 29.83 ( 4 ) 2,255,947 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. 05/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )StoneMor Partners L.P. (the "Company") issued 49,911 common units representing limited partner interests ("common units") in the Company to American Cemeteries Infrastructure Investors, LLC ("ACII") in lieu of cash distributions of $0.64 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 April 24, 2015, the date on which Company declared a quarterly distribution with respect to the common units, which was $28.93.
( 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 common units and therefore may be deemed to have voting and investment power with respect to such common units. The Reporting Person disclaims beneficial ownership of the common units except to the extent of his pecuniary interest therein.
( 3 )The common units sold represent quarterly distributions in kind issued to ACII by the Company on the common units held by ACII. These quarterly distributions are made in lieu of quarterly cash distributions, which are declared and paid on all other outstanding common units of the Company, and are customarily paid by master limited partnerships invested in by the member funds of ACII: AIM II, AIM FF II and AIM II Offshore (collectively, the "Member Funds"). The sale of these quarterly distribution units by ACII does not change the Member Funds' or the Reporting Person's respective underlying ownership interests in the Company; rather it was effected pursuant to a Rule 10b5-1 trading plan adopted by ACII on August 20, 2014, to convert the quarterly distribution units received by ACII to cash in order to permit the Member Funds to make quarterly cash distributions to their respective investors, consistent with their stated strategy of doing so.
( 4 )The price reported in Column 4 is a weighted average price. The common units were sold in multiple transactions at prices ranging from $29.79-29.95, 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.

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.

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