SEC Form 4/A · accession 0001144204-18-015307

STONEMOR PARTNERS LP · STON

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1By Oaktree Value Equity Holdings, L.P., a Delaware limited partnership ("VE Holdings"). This Form 4 is also being filed by (i) Oaktree Value Equity Fund GP, L.P., a Cayman Islands exempted limited partnership ("VEF GP"), in its capacity as the general partner of VE Holdings; (ii) Oaktree Value Equity Fund GP Ltd., a Cayman Islands exempted company ("VEF Ltd."), in its capacity as the general partner of VEF GP; (iii) Oaktree Capital Management, L.P., a Delaware limited partnership ("Management"), in its capacity as the sole director of VEF Ltd.; (iv) Oaktree Holdings, Inc., a Delaware corporation ("Holdings"), in its capacity as the general partner of Management; (v) Oaktree Fund GP I, L.P., a Delaware limited partnership ("GP I"), in its capacity as sole shareholder of VEF Ltd.; (vi) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as the general partner of GP I; (continue on footnote 2)
• F2(continued from footnote 1) (vii) OCM Holdings I, LLC, a Delaware limited liability company ("Holdings I"), in its capacity as the general partner of Capital I; (viii) Oaktree Holdings, LLC, a Delaware limited liability company ("Holdings LLC") in its capacity as the managing member of Holdings I; (ix) Oaktree Capital Group, LLC, a Delaware limited liability company ("OCG"), in its capacity as the sole shareholder of Holdings and the managing member of Holdings LLC; and (x) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company ("OCGH"), in its capacity as the duly elected manager of OCG.
• F3Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of the Common Units covered by this Form 4.
• F4OCGH is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the"OCGH Members"). In such capacity, the OCGH Members may be deemed to have indirect beneficial ownership of the Common Units reported herein. EachOCGH Member expressly disclaims beneficial ownership of the Common Units reported herein, except to the extent of his respective pecuniary interesttherein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of the Common Units covered by this Form 4.
• F5The price reported in Column 4 is a weighted average price. These Common Units were acquired in multiple transactions at prices ranging from $5.85 to $5.90, inclusive. The reporting persons undertakes to provide to the issuer, any security holder of the issuer, 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 ranges set forth in footnote (5) to this Form 4.

Remarks

On February 16, 2018, the reporting persons filed a Form 4 which inadvertently reported that, on February 15, 2017, the reporting persons acquired beneficial ownership of 34,400 Common Units. In fact, as reported in this amendment, the reporting persons acquired beneficial ownership of 35,000 Common Units. As of March 9, 2018, the reporting persons beneficially own 4,244,673 Common Units. This Form 4 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same holdings described above. (2 of 2)