Sec Form 4 Filing - Axelrod Andrew @ 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 Axelrod Andrew 2. Issuer Name and Ticker or Trading Symbol Stonemor Inc. [ 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, 30TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.01 ("Common Stock") 12/31/2019 A( 1 )( 2 ) 11,674,095 A 11,674,095 I See footnotes ( 3 ) ( 4 ) Common Stock 12/31/2019 M( 2 )( 5 ) 37,843,177 A 49,517,272 I See footnotes ( 3 ) ( 4 )

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 Common Stock ( 6 ) 12/31/2019 A( 2 )( 7 ) 9,174.312 ( 6 ) ( 6 ) Common Stock 9,174.312 ( 6 ) 9,174.312 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Axelrod Andrew 1330 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK, NY10019 X X AXAR CAPITAL MANAGEMENT L.P. 1330 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK, NY10019 X X See Remarks Axar GP, LLC 1330 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK, NY10019 X X See Remarks Signatures /s/ Andrew Axelrod 01/02/2020 Signature of Reporting Person Date AXAR CAPITAL MANAGEMENT, LP, By: Axar GP LLC, its general partner, By:/s/ Andrew Axelrod, its Sole Member 01/02/2020 Signature of Reporting Person Date AXAR GP LLC, By: /s/ Andrew Axelrod, its Sole Member 01/02/2020 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. ("StoneMor LP"), StoneMor GP LLC (now StoneMor Inc.) and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each Common Unit of StneMor LP held by the Reporting Persons converted into one share of common stock, par value $0.01 per share, of StoneMor Inc. ("Common Stock"). ( 2 )Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, StoneMor Inc. is the successor issuer to StoneMor LP for purposes of Section 16. ( 3 )This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the securities held by certain funds and/or managed accounts (collectively, the "Axar Vehicles"). The Investment Manager serves as the investment manager of the Axar Vehicles. GP is the general partner of Investment Manager. Mr. Andrew Axelrod serves as the sole member of the GP. ( 4 )Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its 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 any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. ( 5 )Pursuant to the terms of the Third Amended and Restated Agreement of Limited Partnership of StoneMor LP, dated as of June 27, 2019, at the Effective Time, each Series A Preferred Unit of StoneMor LP held by the Reporting Persons converted into one share of Common Stock. ( 6 )Each restricted phantom common stock is the economic equivalent of one share of Common Stock. Restricted phantom common stock become payable, in cash or shares of Common Stock, at the election of the issuer, upon the separation of Mr. Andrew Axelrod 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. ( 7 )Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding award of restricted phantom units originally granted to Mr. Andrew Axelrod pursuant to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan was assumed by StoneMor Inc. and converted into an award denominated in shares of restricted phantom common stock, par value $0.01 per share of StoneMor Inc. ("StoneMor Inc. Phantom Stock Award") equal to the number of restricted phantom units that were subject to such award of restricted phantom units prior to the Effective Time. Each StoneMor Inc. Phantom Stock Award is subject to the same terms and conditions as were applicable to such award of restricted phantom units immediately before the Effective Time.

Remarks: Because Andrew Axelrod serves on the board of directors of the Issuer as a representative of the Reporting Persons, each of the Investment Manager and the GP is a director by deputization. The prior Section 16 reports by the Reporting Filings with respect to StoneMor LP were filed under CIK code 0001286161.

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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