Sec Form 4 Filing - DiGiovanni Jeffrey @ Stonemor Inc. - 2022-11-03

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 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., 3331 STREET ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2022 (Street) BENSALEM, PA19020 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 Stock 11/03/2022 D 225,856 D $ 3.5 0 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 Employee Stock Option (right to buy) $ 1.71 11/03/2022 D 18,834 ( 1 ) 12/03/2030 Common Stock 18,834 $ 1.79 0 D Employee Stock Option (right to buy) $ 1.71 11/03/2022 D 18,833 ( 2 ) 12/03/2030 Common Stock 18,833 ( 2 ) 0 D Employee Stock Option (right to buy) $ 1.2 11/03/2022 D 75,000 ( 3 ) 12/18/2029 Common Stock 75,000 $ 2.3 0 D Employee Stock Option (right to buy) $ 1.2 11/03/2022 D 75,000 ( 4 ) 12/18/2029 Common Stock 75,000 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DiGiovanni Jeffrey C/O STONEMOR INC. 3331 STREET ROAD, SUITE 200 BENSALEM, PA19020 See Remarks Signatures /s/ Jeffrey DiGiovanni 11/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 3, 2020, was cancelled in the merger contemplated by an Agreement and Plan of Merger among Axar Cemetery Parent Corp. ("Axar"), StoneMor Inc. and Axar Cemetery Merger Corp. in exchange for a cash payment of $33,712.86, representing the difference between the exercise price of the option and the cash merger consideration per share. ( 2 )This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 3, 2020, was assumed by Axar in the merger and replaced with a fully vested option to purchase 18,833 shares of Axar common stock for $1.71 per share. ( 3 )This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 18, 2019, was cancelled in the merger in exchange for a cash payment of $172,500, representing the difference between the exercise price of the option and the cash merger consideration per share. ( 4 )This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 18, 2019, was assumed by Axar in the merger and replaced with a fully vested option to purchase 75,000 shares of Axar common stock for $1.20 per share

Remarks: SVP and Chief Financial OfficerThe 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 owners 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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