SEC Form 4 · accession 0001209191-17-001636
STONEMOR PARTNERS LP · STON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Robert Shane
Director
Period of report
Dec 30, 2016
Accepted (ET)
Jan 4, 2017 · 9:17 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,F3 | Dec 30, 2016 | A | 72,872 | $8.57 | A | 72,872 | I | By StoneMor GP Holdings LLC |
| Common units representing limited partner interestsF5 | Jan 3, 2017 | P | 332 | $8.93 | A | 40,795 | D | |
| Common units representing limited partner interests | Jan 4, 2017 | P | 200 | $9.45 | A | 40,995 | D | |
| Common units representing limited partner interestsF6 | holding | — | — | — | 64,167 | I | By Ten Twenty, L.P. | |
| Common units representing limited partner interestsF7 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preemptive Right (right to purchase)F8,F9,F2,F3 | $8.57 | Dec 30, 2016 | A | 145,745 | A | Dec 30, 2016 | Jan 19, 2017 | Common units representing limited partner interests | 145,745 | 145,745 | I |
Explanation of responses
- F1Represents 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").
- F2The Reporting Person is a member of GP Holdings. The Reporting Person also holds membership interests in GP Holdings through Ten Twenty, L.P.
- F3The Reporting Person disclaims beneficial ownership of the common units except to the extent of his pecuniary interest therein.
- F4The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 13, 2015.
- F5The price reported in Column 4 is a weighted average price. The common units were purchased in multiple transactions at prices ranging from $8.74-9.03, 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 purchased at each separate price within the range set forth in this footnote (5) to this Form 4.
- F6The reporting person is a general partner of Ten Twenty, LP.
- F7The 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.
- F8Each 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).
- F9Represents the Reporting Person's proportionate interest in the aggregate number of common units underlying the preemptive rights. If all holders of preemptive rights exercise their preemptive rights in full, the Reporting Persons's proportionate interest in the 2,332,878 common units held by GP Holdings will be 218,617 common units. If not all of the holders exercise their preemptive right, the remaining holders may purchase an over-allotment amount on a relative pro rata basis of those holders desiring an over-allotment amount.
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.