SEC Form 4 · accession 0001209191-16-088806
STONEMOR PARTNERS LP · STON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence Miller
Officer — President; CEO · Director
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 4:51 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 | Dec 31, 2015 | A | 7,228 | $0.00 | A | 124,003 | D | |
| Common units representing limited partner interestsF2,F3 | Dec 31, 2015 | M | 7,227 | — | A | 131,230 | D | |
| Common units representing limited partner interestsF4 | holding | — | — | — | 64,167 | I | By LDLM Associates, LP | |
| Common units representing limited partner interestsF5 | holding | — | — | — | 28,500 | I | By Osiris Investments, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Time Vested UnitsF2 | — | Dec 31, 2015 | A | 21,681 | A | — | — | Common Units | 21,681 | 21,681 | D |
| Time Vested UnitsF2 | — | Dec 31, 2015 | M | 7,227 | A | — | — | Common Units | 7,227 | 14,454 | D |
Explanation of responses
- F1On December 31, 2015, the reporting person was granted performance vested units ("Performance Vested Units") vesting in three 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 StoneMor Partners L.P., and the reporting person (the "Agreement"). Each Performance Vested Unit represents a contingent right to receive one common unit representing a limited partner interest ("Common Unit") conditioned upon satisfying certain performance and other conditions. On December 31, 2015, 7,228 Performance Vested Units vested pursuant to the Agreement, 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 (the "Plan") and (ii) the payment of all applicable taxes.
- F2On December 31, 2015, the reporting person was granted 21,681 time vested units ("Time Vested Units") vesting in three equal annual installments pursuant to the Agreement. Each Time Vested Unit represents a contingent right to receive one Common Unit conditioned upon satisfying certain time and other conditions.
- F3On December 31, 2015, 7,227 Time Vested Units vested pursuant to the Agreement, except that the issuance of certificates evidencing Common Units is conditioned upon satisfying (i) certain provisions of the Plan and (ii) the payment of all applicable taxes.
- F4The reporting person is a grantor and trustee of Miller Revocable Trust, which is the general partner of LDLM Associates, LP. The reporting person is also a limited partner of LDLM Associates, LP, holding 98% of its limited partner interests.
- F5The 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.
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.