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Filing Details

Accession Number:: 0001181431-14-036729
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-18 18:14:24
Reporting Period:: 2014-11-14

Filing Date:: 2014-11-18
Accepted Time:: 2014-11-18 18:14:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1286131	Stonemor Partners Lp	STON	Services-Personal Services (7200)	800103159

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1168211	Jr B Robert Hellman	950 Tower Lane, Suite 800 Foster City CA 94404		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Acquisiton	2014-11-14	54,678	$25.58	2,310,625	No	4	A	Indirect	By American Cemeteries Infrastructure Investors, LLC
Common Units Representing Limited Partner Interests	Disposition	2014-11-17	21,178	$25.84	2,289,447	No	4	S	Indirect	By American Cemeteries Infrastructure Investors, LLC
Common Units Representing Limited Partner Interests	Disposition	2014-11-18	22,500	$25.87	2,266,947	No	4	S	Indirect	By American Cemeteries Infrastructure Investors, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	By American Cemeteries Infrastructure Investors, LLC
No	4	S	Indirect	By American Cemeteries Infrastructure Investors, LLC
No	4	S	Indirect	By American Cemeteries Infrastructure Investors, LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	15,911	Direct

Footnotes

On November 14, 2014, StoneMor Partners L.P. (the "Company") issued 54,678 common units representing limited partner interests ("common units") in the Company to American Cemeteries Infrastructure Investors, LLC ("ACII") in lieu of cash distributions of $0.62 per common unit on 2,255,947 common units held by ACII. The number of common units issued in lieu of cash distributions was calculated based on the quotient of (A) the amount of the quarterly distribution paid on the outstanding common units by (B) the volume-weighted average price of the common units for the thirty (30) trading days immediately preceding October 24, 2014, the date on which Company declared a quarterly distribution with respect to the common units, which was $25.58.
ACII is managed by its manager, AIM Universal Holdings, LLC ("AUH"), and is owned by its members: American Infrastructure MLP Fund II, L.P. ("AIM II"), American Infrastructure MLP Founders Fund II, L.P. ("AIM FF II") and AIM II Delaware StoneMor, Inc. ("AIM II StoneMor"). AIM II StoneMor is owned by American Infrastructure MLP Management II, L.L.C. ("AIM Management II") and AIM II Offshore, L.P. ("AIM II Offshore"). AIM Management II is the general partner of AIM II, AIM FFII and AIM II Offshore. The Reporting Person is a managing member of AIM Management II, the president of AIM II StoneMor and a member of AUH. The Reporting Person shares the power to vote or dispose of these common units and therefore may be deemed to have voting and investment power with respect to such common units. The Reporting Person disclaims beneficial ownership of the common units except to the extent of his pecuniary interest therein.
The sales of common units by ACII reported herein were matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of the Reporting Person's pecuniary interest therein, with the Reporting Person's purchases, pursuant to a Rule 10b5-1 plan adopted on November 11, 2013, of common units at prices ranging between $23.81 and $23.82 on June 2, 2014. The Reporting Person has agreed to pay to the Company, upon settlement of the sales reported herein, the profit realized by the Reporting Person in connection with the short-swing transaction, less transaction costs.
The price reported in Column 4 is a weighted average price. The common units were sold in multiple transactions at prices ranging from $25.62-26.11, inclusive. The Reporting Person undertakes to provide to the Company, any holder of common units, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units sold at each separate price within the range set forth in this footnote (4) to this Form 4.
The price reported in Column 4 is a weighted average price. The common units were sold in multiple transactions at prices ranging from $25.72-26.01, inclusive. The Reporting Person undertakes to provide to the Company, any holder of common units, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units sold at each separate price within the range set forth in this footnote (5) to this Form 4.
The common units sold represent quarterly distributions in kind issued to ACII by the Company on November 14, 2014 on the common units held by ACII. These quarterly distributions are made in lieu of quarterly cash distributions, which are declared and paid on all other outstanding common units of the Company, and are customarily paid by master limited partnerships invested in by the member funds of ACII: AIM II, AIM FF II and AIM II Offshore (collectively, the "Member Funds"). The sale of these quarterly distribution units by ACII does not change the Member Funds' or the Reporting Person's respective underlying ownership interests in the Company; rather it was effected pursuant to a Rule 10b5-1 trading plan adopted by ACII on August 20, 2014, to convert the quarterly distribution units received by ACII to cash in order to permit the Member Funds to make quarterly cash distributions to their respective investors, consistent with their stated strategy of doing so.