Sec Form 4 Filing - MCGRATH SEAN P @ STONEMOR PARTNERS LP - 2016-09-28

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 MCGRATH SEAN P 2. Issuer Name and Ticker or Trading Symbol STONEMOR PARTNERS LP [ STON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and Secretary (Last) (First) (Middle) C/O STONEMOR PARTNERS L.P., 3600 HORIZON BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2016 (Street) TREVOSE, PA19053 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 09/28/2016 M 2,774 ( 1 ) ( 2 ) A 3,774 D Common units representing limited partner interests 09/28/2016 S( 3 ) 1,262 D $ 24.92 ( 4 ) 2,512 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 Time Vested Units ( 1 ) ( 2 ) 09/28/2016 M 2,774 ( 1 )( 2 ) ( 1 )( 2 ) Common Units 2,774 $ 0 5,550 D Time Vested Units ( 5 ) 09/28/2016 A 8,946 ( 5 ) ( 5 ) Common Units 8,946 $ 0 8,946 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCGRATH SEAN P C/O STONEMOR PARTNERS L.P. 3600 HORIZON BOULEVARD TREVOSE, PA19053 CFO and Secretary Signatures /s/ Shirley Herman, Attorney-in-Fact 09/30/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was granted 8,324 time vested units ("Time Vested Units") vesting in three equal annual installments pursuant to a Key Employee Unit Agreement (the "Agreement"), entered into as of December 31, 2015, by and between StoneMor GP LLC, a general partner of StoneMor Partners L.P., and the reporting person. Each Time Vested Unit represents a contingent right to receive one common unit representing a limited partner interest conditioned upon satisfying certain time and other conditions. ( 2 )On September 28, 2016, 2,774 Time Vested Units vested pursuant to the Agreement. ( 3 )The sales reported in this Form 4 were effected pursuant to the reporting person's Rule 10b5-1 trading plan, adopted on March 4, 2016, solely to satisfy the reporting person's tax obligations related to the vesting of Time Vested Units. ( 4 )The price reported in Column 4 is a weighted average price. The common units were sold in multiple transactions at prices ranging from $24.85-25.05 inclusive. The reporting person undertakes to provide to StoneMor Partners L.P., any holder of common units of StoneMor Partners L.P., 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 to this Form 4. ( 5 )The reporting person was granted 8,946 Time Vested Units vesting in three equal annual installments pursuant to a Key Employee Unit Agreement, entered into as of September 28, 2016, by and between StoneMor GP LLC, a general partner of StoneMor Partners L.P., and the reporting person. Each Time Vested Unit represents a contingent right to receive one common unit representing a limited partner interest conditioned upon satisfying certain time and other conditions.

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).

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