SEC Form 4 · accession 0000902664-19-001138
STONEMOR PARTNERS LP · STON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 5:04 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 UnitsF1,F2 | Feb 12, 2019 | P | 4,399 | $3.236 | A | 7,413,024 | I | See footnotes |
| Common UnitsF1,F2 | Feb 13, 2019 | P | 24,900 | $3.357 | A | 7,437,924 | I | See footnotes |
| Common UnitsF1,F2 | Feb 14, 2019 | P | 12,450 | $3.475 | A | 7,450,374 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity Swaps (obligation to buy)F3,F1,F2 | — | Feb 12, 2019 | J | 8,551 | A | — | — | Common Units Representing Limited Partnership Interests | 8,551 | 1,475,668 | I |
Explanation of responses
- F1This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the Common Units Representing Limited Partnership Interests (the "Common Units") 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.
- F2Pursuant 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.
- F3On dates ranging from February 12, 2019 to February 14, 2019, the Reporting Person increased its equity swap position by 8,551 swaps at references prices ranging from $3.2361 to $3.4751. These cash-settled equity swaps can be settled at any time and shall continue until terminated as elected by the parties, and currently have an initial reference termination date of June 20, 2022. Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Reporting Person in cash an amount determined in part by reference to any increase between the initial reference price and the market value of a notional number of Common Units on the applicable expiration date set set forth in Table II or (ii) the Reporting Person will pay to the counterparty in cash an amount determined in part by reference to any decrease between the initial reference price and the market value of the reference shares on the applicable expiration date listed in Table II.