SEC Form 4 · accession 0000899243-19-005995
STONEMOR PARTNERS LP · STON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Austin So
Officer — General Counsel, CLO and Sec.
Period of report
Mar 4, 2019
Accepted (ET)
Mar 4, 2019 · 9:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001286131
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partner interestsF1,F2 | Mar 4, 2019 | M | 3,858 | — | A | 4,312 | D | |
| Common units representing limited partner interestsF3,F4 | Mar 4, 2019 | M | 454 | — | A | 4,766 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Phantom UnitsF1,F2 | — | Mar 4, 2019 | M | 3,858 | D | — | — | Common Units | 3,858 | 7,716 | D |
| Time Vested UnitsF3,F4 | — | Mar 4, 2019 | M | 454 | D | — | — | Common Units | 454 | 455 | D |
Explanation of responses
- F1On March 19, 2018, the reporting person was granted 11,574 phantom units vesting in three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2018 pursuant to a Key Employee Unit Agreement (the "2017 Award Agreement"), entered into as of March 19, 2018, by and between StoneMor GP LLC, the general partner of StoneMor Partners L.P. ("StoneMor GP"), and the reporting person. Each such phantom unit represents a contingent right to receive one common unit representing a limited partner interest or, at the discretion of the compensation committee of the Board of Directors of StoneMor GP, the cash equivalent of the fair market value of a common unit, in each case, conditioned upon satisfying certain time and other conditions.
- F2On March 4, 2019, 3,858 common units were issued in settlement of the portion of the 2017 Award Agreement that vested on April 3, 2018. This settlement was delayed by the Compensation Committee's exercise of its discretion under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the "Plan") to defer the issuance of such common units because the issuer's Registration Statement on Form S-8 (the "Form S-8") covering the issuance of such common units was not available due to the issuer's failure to file certain reports required to be filed with the Securities and Exchange Commission (the "SEC").
- F3The reporting person was granted 1,363 time vested units ("Time Vested Units") vesting in three equal annual installments pursuant to a Key Employee Unit Agreement (the "2016 Award Agreement"), entered into as of July 5, 2016, by and between StoneMor GP 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.
- F4On March 4, 2019, 454 common units were issued in settlement of the portion of the 2016 Award Agreement that vested on July 5, 2018. This settlement was delayed by the Compensation Committee's exercise of its discretion under the Plan to defer the issuance of such common units because the Form S-8 covering the issuance of such common units was not available due to the issuer's failure to file certain reports required to be filed with the SEC.
Remarks
The 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 owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.