Sec Form 4 Filing - Lee Kenneth E Jr @ STONEMOR PARTNERS LP - 2018-03-19

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 Lee Kenneth E Jr 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) See Remarks. (Last) (First) (Middle) C/O STONEMOR PARTNERS L.P., 3600 HORIZON BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2018 (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

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 ) 03/19/2018 A 4,244 ( 1 ) ( 1 ) Common Units 4,244 $ 0 4,244 D Restricted Phantom Units ( 2 ) 03/19/2018 A 5,004 ( 2 ) ( 2 ) Common Units 5,004 $ 0 5,004 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lee Kenneth E Jr C/O STONEMOR PARTNERS L.P. 3600 HORIZON BOULEVARD TREVOSE, PA19053 See Remarks. Signatures /s/ Shirley Herman, Attorney-in-Fact 03/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 19, 2018, the reporting person was granted 4,244 phantom units vesting in three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2018 pursuant to a Key Employee Unit Agreement, entered into as of March 19, 2018, by and between StoneMor GP and the reporting person. Each such phantom unit represents a contingent right to receive one common unit representing a limited partner interest or, at the discretion of the compensation committee of the Board of Directors of StoneMor GP, the cash equivalent of the fair market value of a common unit, in each case, conditioned upon satisfying certain time and other conditions. ( 2 )On March 19, 2018, the reporting person was granted 5,004 phantom units vesting in three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2019 pursuant to a Key Employee Unit Agreement, entered into as of March 19, 2018, by and between StoneMor GP and the reporting person. Each such phantom unit represents a contingent right to receive one common unit representing a limited partner interest or, at the discretion of the compensation committee of the Board of Directors of StoneMor GP, the cash equivalent of the fair market value of a common unit, in each case, conditioned upon satisfying certain time and other conditions.

Remarks: The reporting person's title is National Vice-President of Operations. 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).

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