Sec Form 4 Filing - Meyers David @ STONEMOR PARTNERS LP - 2015-03-25

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
Meyers David
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)
COO
(Last) (First) (Middle)
C/O STONEMOR PARTNERS L.P., 311 VETERANS HIGHWAY, SUITE B
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2015
(Street)
LEVITTOWN, PA19056
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 03/25/2015 M 8,854 A $ 25.61 8,854 D
Common Units representing limited partner interests 03/25/2015 D 7,923 D $ 28.62 931 D
Common Units representing limited partner interests 03/27/2015 S 526 D $ 28.65 ( 1 ) 405 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
Unit Appreciation Right $ 25.61 03/25/2015 M 8,854 ( 2 ) 10/22/2018 Common Units representing limited partner interests 8,854 $ 0 16,146 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meyers David
C/O STONEMOR PARTNERS L.P.
311 VETERANS HIGHWAY, SUITE B
LEVITTOWN, PA19056
COO
Signatures
/s/ Shirley Herman, Attorney-in-Fact 03/27/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The Common Units were purchased in multiple transactions at prices ranging from $28.64-28.65 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 purchased at each separate price within the range set forth in this footnote (1) to this Form 4.
( 2 )The reporting person was granted 25,000 Unit Appreciation Rights ("UARs") pursuant to a Unit Appreciation Rights Agreement (the "Agreement"), dated as of October 22, 2013, under the StoneMor Partners L.P. Long-Term Incentive Plan, as amended, between the reporting person and StoneMor GP LLC, the general partner of StoneMor Partners L.P. All of the UARs granted pursuant to the Agreement vest pursuant to a formula set forth in the Agreement.

Remarks:
The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purpose of Section 16 of the Securities Exchange Act of1934, 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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