Home > Insider Trading > Filing (0001209191-17-001635)

Filing Details

Accession Number:: 0001209191-17-001635
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-01-04 21:15:26
Reporting Period:: 2016-12-30

Filing Date:: 2017-01-04
Accepted Time:: 2017-01-04 21:15:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1286131	Stonemor Partners Lp	STON	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1017221	Lawrence Miller	C/O Stonemor Partners, L.p. 3600 Horizon Boulevard Trevose PA 19053	President; Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

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	2016-12-30	92,418	$8.57	92,418	No	4	A	Indirect	By StoneMor GP Holdings LLC
Common Units Representing Limited Partner Interests	Acquisiton	2017-01-01	7,227	$0.00	134,295	No	4	M	Direct
Common Units Representing Limited Partner Interests	Acquisiton	2017-01-01	7,708	$0.00	142,003	No	4	M	Direct
Common Units Representing Limited Partner Interests	Disposition	2017-01-03	3,260	$8.95	138,743	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	By StoneMor GP Holdings LLC
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units Representing Limited Partner Interests	Preemptive Right (right to purchase)	Acquisiton	2016-12-30	184,838	$0.00	184,838	$8.57
Common Units Representing Limited Partner Interests	Time Vested Units	Disposition	2017-01-01	7,227	$0.00	7,227	$0.00
Common Units Representing Limited Partner Interests	Time Vested Units	Disposition	2017-01-01	7,708	$0.00	7,708	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
184,838	2016-12-30	2017-01-19	No	4	A	Indirect
7,227			No	4	M	Direct
15,417			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	64,167	Indirect	By LDLM Associates,L.P.
Common Units Representing Limited Partner Interests	28,500	Indirect	By Osiris Investments, LP

Footnotes

Represents the proportionate interest of the Reporting Person in 2,332,878 common units of StoneMor Partners, L.P. (the "Partnership") issued and sold to StoneMor GP Holdings LLC ("GP Holdings") by the Partnership, which purchase was funded by the purchase of common units of GP Holdings (the "GP Holdings Units") by a trust for the pecuniary benefit of American Cemeteries Infrastructure Investors, LLC ("ACII") (collectively, the "Transaction").
The Reporting Person is a director and a member of GP Holdings. The Reporting Person also holds membership interests in GP Holdings through LDLM Associates, L.P.
The Reporting Person shares the power to vote or dispose of the common units held directly by GP Holdings 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.
On January 1, 2017, 7,227 time vested units ("Time Vested Units") vested pursuant to a Key Employee Unit Agreement, entered into as of December 31, 2015, by and between StoneMor GP LLC, a general partner of the Partnership, and the Reporting Person, except that the issuance of certificates evidencing common units is conditioned upon satisfying (i) certain provisions of the StoneMor Partners L.P. 2014 Long-Term Incentive Plan and (ii) the payment of all applicable taxes.
On January 1, 2017, 7,708 Time Vested Units vested pursuant to a Key Employee Unit Agreement, entered into as of July 5, 2016, by and between StoneMor GP LLC, a general partner of the Partnership, and the Reporting Person, except that the issuance of certificates evidencing common units is conditioned upon satisfying (i) certain provisions of the StoneMor Partners L.P. 2014 Long-Term Incentive Plan and (ii) the payment of all applicable taxes.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2016 solely to satisfy the Reporting Person's tax obligations related to the vesting of the Time Vested Units.
The price reported in Column 4 is a weighted average price. The common units representing limited partner interests were sold in multiple transactions at prices ranging from $8.95-9.08, inclusive. The Reporting Person undertakes to provide to StoneMor Partners L.P., any holder of common units of StoneMor Partners L.P., 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 (7) to this Form 4.
The Reporting Person is a grantor and trustee of Miller Revocable Trust, which is the general partner of LDLM Associates, L.P. The Reporting Person is also a limited partner of LDLM Associates, L.P., holding 98% of its limited partner interests.
The general partner of Osiris Investments, LP is Osiris Investments LLC. Lawrence Miller and William R. Shane are each a 50% member of Osiris Investments LLC and share investment and voting power over the securities held by Osiris Investments, LP. Mr. Miller and Mr. Shane file separate Section 16 reports.
Each of the remaining members of GP Holdings has a preemptive right to purchase from ACII their respective pro rata share of the GP Holdings Units purchased by ACII in the Transaction, based on their respective ownership interests in GP Holdings prior to the Transaction. The purchase price of such GP Holdings Units upon exercise of the preemptive rights is the same purchase price paid for the GP Holdings Units by ACII in the Transaction (which translates to a price of $8.57 per underlying common unit of the Partnership).
If all holders of preemptive rights exercise their preemptive rights in full, the Reporting Persons's proportionate interest in the 2,332,878 common unitsheld by GP Holdings will be 277,256 common units. If not all of the holders exercise their preemptive right, the remaining holders may purchasean over-allotment amount on a relative pro rata basis of those holders desiring an over-allotment amount.
On December 31, 2015, the Reporting Person was granted 21,681 Time Vested Units vesting in three equal annual installments pursuant to a Key Employee Unit Agreement, entered into as of December 31, 2015, by and between StoneMor GP LLC, a general partner of the Partnership, and the Reporting Person. Each Time Vested Unit represents a contingent right to receive one common unit representing a limited partner interest conditioned upon satisfying certain time and other conditions.
On July 5, 2016, the Reporting Person was granted 23,125 Time Vested Units vesting in three equal annual installments pursuant to a Key Employee Unit Agreement, entered into as of July 5, 2016, by and between StoneMor GP LLC, a general partner of the Partnership, and the Reporting Person. Each Time Vested Unit represents a contingent right to receive one common unit representing a limited partner interest conditioned upon satisfying certain time and other conditions.