SEC Form 4 · accession 0001209191-17-001641
STONEMOR PARTNERS LP · STON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert B Hellman Jr.
Director
Period of report
Dec 30, 2016
Accepted (ET)
Jan 4, 2017 · 9:20 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 | 2,076,523 | $8.57 | A | 2,076,523 | I | By GP Holdings |
| Common units representing limited partner interests | Jan 3, 2017 | P | 1,109 | $8.95 | A | 23,611 | D | |
| Common units representing limited partner interestsF2,F3 | holding | — | — | — | 2,285,820 | I | By American Cemeteries Infrastructure Investors, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preemptive Right (obligation to sell)F5,F6,F2,F3 | $8.57 | Dec 30, 2016 | A | 512,709 | A | Dec 30, 2016 | Jan 19, 2017 | Common units representing limited partner interests | 512,709 | 512,709 | I |
Explanation of responses
- F1Represents the proportionate interest of American Cemeteries Infrastructure Investors, LLC ("ACII") 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 ACII (collectively, the "Transaction").
- F2GP Holdings is majority owned by the above mentioned trust for the pecuniary benefit of ACII. ACII is managed by its manager, AIM Universal Holdings, LLC ("AUH"), and is owned by its members: American Infrastructure MLP Fund II, L.P. ("AIM II"), American Infrastructure MLP Founders Fund II, L.P. ("AIM FF II"), AIM II Delaware StoneMor, Inc. ("AIM II StoneMor") and AIM Cemetery Infrastructure, L.P. ("AIM Cemetery Infrastructure"). AIM II StoneMor is owned by American Infrastructure MLP Management II, L.L.C. ("AIM Management II") and AIM II Offshore, L.P. ("AIM II Offshore"). AIM Management II is the general partner of AIM II, AIM FFII and AIM II Offshore. AUH is the general partner of AIM Cemetary Infrastructure. The Reporting Person is a director of GP Holdings, a managing member of AIM Management II, the president of AIM II StoneMor and a member of AUH.
- F3The Reporting Person shares the power to vote or dispose of the common units held directly by GP Holdings and ACII and, therefore, may be deemed to have voting and investment power with respect to such common units. The Reporting Person disclaims beneficial ownership of these common units except to the extent of his pecuniary interest therein.
- F4These purchases were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 14, 2016.
- F5Each 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).
- F6Represents ACII'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, ACII's proportionate interest in the 2,332,878 common units held by GP Holdings will decline by 512,709 common units to 1,563,814 common units.
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.