Sec Form 4 Filing - Axelrod Andrew @ STONEMOR PARTNERS LP - 2019-11-05

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 Axelrod Andrew 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1330 AVENUE OF THE AMERICAS, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2019 (Street) NEW YORK, NY10019 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

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 ( 1 ) 11/05/2019 A 9,174.312 ( 1 ) ( 1 ) Common Units 9,174.312 ( 2 ) $ 1.09 ( 3 ) 9,174.312 ( 4 ) D ( 5 )

Reporting Owners Reporting Owner Name / Address R elationships Director 10% Owner Officer Other Axelrod Andrew 1330 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY10019 X X Signatures /s/ Andrew Axelrod 11/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted phantom unit is the economic equivalent of one Common Unit. Restricted phantom units become payable, in cash or Common Units, at the election of the issuer, upon the separation of the Reporting Person from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended. ( 2 )The Reporting Person received these restricted phantom units pursuant to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan (the "Plan") in lieu of payment to the Reporting Person of $10,000 which represents a portion of the Reporting Person's annual director's retainer fee. ( 3 )Reflects the closing price of the issuer's Common Units as reported by the New York Stock Exchange on the trading day immediately preceding the date on which the restricted phantom units were credited. ( 4 )Represents restricted phantom units allocated to the Reporting Person's deferred compensation account under the Plan. ( 5 )Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein to the extent of his pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

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.