Sec Form 4 Filing - Connolly Thomas A @ Stonemor Inc. - 2019-12-31

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 Connolly Thomas A 2. Issuer Name and Ticker or Trading Symbol Stonemor Inc. [ 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 INC., 3600 HORIZON BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (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

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 Employee Stock Option (right to buy) $ 1.2 12/31/2019 A( 1 )( 2 ) 450,000 ( 1 ) 12/18/2029 Common Stock 450,000 ( 1 ) 450,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Connolly Thomas A C/O STONEMOR INC. 3600 HORIZON BOULEVARD TREVOSE, PA19053 See Remarks Signatures /s/ Shirley Herman, Attorney-in-Fact 12/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Merger and Reorganization Agreement and Plan of Merger dated as of September 27, 2018, (as amended to date, the "Merger Agreement"), by and among StoneMor Partners L.P. (the "Partnership"), StoneMor GP LLC (now StoneMor Inc. ("StoneMor Inc.")) and certain of their affiliates, immediately prior to the effective time of the merger on December 31, 2019 (the "Effective Time"), each option to purchase common units of the Partnership originally granted to the reporting person was assumed by StoneMor Inc. and converted into an option to purchase shares of common stock, par value $0.01 per share of StoneMor Inc. ("StoneMor Inc. Stock Option") equal to the number of common units that were subject to such option to purchase common units prior to the Effective Time. The StoneMor Inc. Stock Option is subject to the same terms and conditions as were applicable to such option to purchase common units immediately before the Effective Time. ( 2 )Pursuant to Rule 12g-3(e), StoneMor Inc. is the successor issuer to the Partnership for purposes of Section 16.

Remarks: SVP of Business Planning and OperationsThe 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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