Sec Form 4 Filing - DiGiovanni Jeffrey @ STONEMOR PARTNERS LP - 2019-06-27

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
DiGiovanni Jeffrey
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)
Chief Accounting Officer
(Last) (First) (Middle)
C/O STONEMOR PARTNERS L.P., 3600 HORIZON BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2019
(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 06/27/2019 A 16,108 A 16,108 D
Common units representing limited partner interests 06/27/2019 M 41,946 A 58,054 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
Restricted Phantom Units ( 2 ) 06/27/2019 M 41,946 ( 2 ) ( 2 ) Common Units 41,946 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DiGiovanni Jeffrey
C/O STONEMOR PARTNERS L.P.
3600 HORIZON BOULEVARD
TREVOSE, PA19053
Chief Accounting Officer
Signatures
/s/ Shirley Herman, Attorney-in-Fact 07/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person had been granted this number of restricted phantom units subject to performance-based vesting criteria pursuant to an award made under the StoneMor Partners L.P. 2019 Amended and Restated Long-Term Incentive Plan (the "Plan").
( 2 )On June 27, 2019, StoneMor Partners L.P. consummated a series of transactions as a result of which these restricted phantom units became fully vested and payable, in cash or common units, at the election of the issuer, in accordance with the terms of the Plan and the applicable award agreement pursuant to which such restricted phantom units were granted. The issuer elected to pay such restricted phantom units in common units.

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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