SEC Form 4 · accession 0001209191-17-011442
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
Feb 14, 2017
Accepted (ET)
Feb 16, 2017 · 4:23 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 | Feb 14, 2017 | A | 78,342 | $9.50 | A | 2,364,162 | I | By American Cemeteries Infrastructure Investors, LLC |
| Common units representing limited partner interests | holding | — | — | — | 24,518 | D | ||
| Common units representing limited partner interestsF4,F2,F3 | holding | — | — | — | 2,076,523 | I | By StoneMor GP Holdings LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents common units representing limited partner interests ("common units") issued by StoneMor Partners L.P. (the "Company") to American Cemeteries Infrastructure Investors, LLC ("ACII") in lieu of cash distributions of $0.33 per common unit on common units held by ACII. The number of common units issued in lieu of cash distributions was calculated based on the quotient of (A) the amount of the quarterly distribution paid on the outstanding common units by (B) the volume-weighted average price of the common units for the thirty (30) trading days immediately preceding January 27, 2017, the date on which the Company declared a quarterly distribution with respect to the common units, which was $9.50.
- F2StoneMor GP Holdings LLC ("GP Holdings") is majority owned by a trust for the pecuniary benefit of American Cemeteries Infrastructure Investors, LLC ("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.
- F4Represents the proportionate interest of ACII in 2,332,878 common units of the Partnership issued and sold to GP Holdings by the Partnership, which purchase was funded by the purchase of common units of GP Holdings by a trust for the pecuniary benefit of ACII.
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.