SEC Form 4 · accession 0001209191-18-021176

STONEMOR PARTNERS LP · STON

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

Reporting owner

Dina S Kelly

Officer — See Remarks

Period of report

Mar 19, 2018

Accepted (ET)

Mar 21, 2018 · 8:18 pm EDT

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 partnership interests^F1,F2	Mar 19, 2018	M	983	—	A	983	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Phantom Units^F1	—	Mar 19, 2018	A	1,968	A	—	—	Common Units	1,968	1,968	D
Restricted Phantom Units^F3	—	Mar 19, 2018	A	10,031	A	—	—	Common Units	10,031	10,031	D
Restricted Phantom Units^F4	—	Mar 19, 2018	A	11,827	A	—	—	Common Units	11,827	11,827	D

Explanation of responses

F1On March 19, 2018, the reporting person was granted 2,951 phantom units vesting in three equal annual installments with the first installment of 983 phantom units vested on grant and the second and third installments vesting on August 15, 2018 and August 15, 2019, respectively, pursuant to a Key Employee Unit Agreement (the "Agreement"), entered into as of March 19, 2018, by and between StoneMor GP and the reporting person. Each such phantom unit represents a contingent right to receive one common unit representing a limited partner interest or, at the discretion of the compensation committee of the Board of Directors of StoneMor GP, the cash equivalent of the fair market value of a common unit, in each case, conditioned upon satisfying certain time and other conditions.
F2On March 19, 2018, 983 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 StoneMor Partners L.P. 2014 Long-Term Incentive Plan and (ii) the payment of all applicable taxes.
F3On March 19, 2018, the reporting person was granted 10,031 phantom units vesting in three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2018 pursuant to a Key Employee Unit Agreement, entered into as of March 19, 2018, by and between StoneMor GP and the reporting person. Each such phantom unit represents a contingent right to receive one common unit representing a limited partner interest or, at the discretion of the compensation committee of the Board of Directors of StoneMor GP, the cash equivalent of the fair market value of a common unit, in each case, conditioned upon satisfying certain time and other conditions.
F4On March 19, 2018, the reporting person was granted 11,827 phantom units vesting in three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2019 pursuant to a Key Employee Unit Agreement, entered into as of March 19, 2018, by and between StoneMor GP and the reporting person. Each such phantom unit represents a contingent right to receive one common unit representing a limited partner interest or, at the discretion of the compensation committee of the Board of Directors of StoneMor GP, the cash equivalent of the fair market value of a common unit, in each case, conditioned upon satisfying certain time and other conditions.

Remarks

The reporting person's title is National Vice-President of Sales and Marketing. 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.