Sec Form 4 Filing - Axelrod Andrew @ 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 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) C/O AXAR CAPITAL MANAGEMENT, LP, 402 W 13TH STREET, FLOOR 5 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2022 (Street) NEW YORK, NY10014 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) 11/03/2022 A 88,633,045 D $ 3.5( 1 ) 0 I See footnote( 2 )

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 Equity Swaps (obligation to buy) ( 3 ) 11/03/2022 J/K 1,536,717 ( 3 ) ( 3 ) Common Stock 1,536,717 ( 3 ) 0 I See footnote( 2 ) Restricted Phantom Common Stock ( 4 ) 11/03/2022 A 9,174.31 ( 4 ) ( 4 ) Common Stock 9,174.31 $ 3.5( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Axelrod Andrew C/O AXAR CAPITAL MANAGEMENT, LP 402 W 13TH STREET, FLOOR 5 NEW YORK, NY10014 X X AXAR CAPITAL MANAGEMENT L.P. 402 W 13TH STREET, FLOOR 5 NEW YORK, NY10014 X X See Remarks Axar GP, LLC C/O AXAR CAPITAL MANAGEMENT, LP 402 W 13TH STREET, FLOOR 5 NEW YORK, NY10014 X X See Remarks Signatures AXAR CAPITAL MANAGEMENT, LP, By: Axar GP LLC, its general partner, By:/s/ Andrew Axelrod, its Sole Member 11/07/2022 Signature of Reporting Person Date AXAR GP LLC, By: /s/ Andrew Axelrod, its Sole Member 11/07/2022 Signature of Reporting Person Date /s/ Andrew Axelrod 11/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on the date hereof (the "Schedule 13D/A"), on November 3, 2022, the Merger was consummated and all the shares of Common Stock held by the Reporting Persons were contributed pursuant to the terms of the Contribution Agreement. At the Effective Time, shareholders of the Issuer ceased to have any rights with respect to shares of the Common Stock, except their rights under the Merger Agreement. Capitalized terms used but not defined in this Form 4 shall have the meaning set forth in the Schedule 13D/A. ( 2 )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. ( 3 )Settlement of cash settled equity swaps with reference prices ranging from $3.1227 to $7.5565. The cash settled equity swaps were settled pursuant to their terms. The swaps were exercisable at any time and had an expiration date of June 20, 2025. The notional shares settled under the swap contract were settled at a settlement price of $3.50. ( 4 )This award of restricted phantom Common Stock was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $32,110.09, representing the cash merger consideration.

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.

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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