SEC Form 3/A · accession 0001286131-18-000059
STONEMOR PARTNERS LP · STON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partner interests | holding | — | — | — | 20,832 | D | ||
| Common units representing limited partner interestsF1,F2,F3 | holding | — | — | — | 1,405 | I | By StoneMor GP Holdings LLC | |
| Common units representing limited partner interestsF4 | holding | — | — | — | 20,798 | I | By wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Phantom UnitsF5,F6 | — | holding | — | — | — | — | — | common units | 37,179 | — | D |
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.
- F3The reporting person disclaims beneficial ownership of the common units except to the extent of his pecuniary interest therein.
- F4The reporting person's Form 4 filed on January 4, 2017 inadvertently reported that the reporting person indirectly beneficially owned 21,798 common units representing limited partnership interests through his spouse when, in fact, his spouse owned 20,798 common units representing limited partnership interests at such time and as of the date of this amendment.
- F5Each restricted phantom unit representing limited partner interests is the economic equivalent of one common unit representing limited partner interests. Restricted phantom units become payable, in cash or common units, at the election of the issuer, upon the separation of the reporting person from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended.
- F6Represents restricted phantom units allocated to the reporting person's deferred compensation account, including distribution equivalent rights that accrued under StoneMor Partners L.P. 2014 Long-Term Incentive Plan and under StoneMor Partners L.P. Long-Term Incentive Plan, as amended, credited to such person's deferred compensation account in the form of phantom units and accrued on all phantom units allocated or credited to such account.
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. This amendment to the reporting person's Form 3 filed on April 13, 2018 (the "Original Report") is being filed solely to (i) correct the Original Report which inadvertently omitted the reporting person's indirect beneficial ownership of common units representing limited partnership interests held by StoneMor GP Holdings LLC and by the reporting person's spouse as set forth in Table I of this amendment and the reporting person's beneficial ownership of restricted phantom units as set forth in Table II of this amendment and (ii) attach and file as an exhibit thereto a power of attorney signed by the reporting person. Prior to the filing of the Original Report, the reporting person provided oral authorization for the person who signed the Original Report as the reporting person's attorney-in-fact to, among other things, execute and file the Original Report on behalf of the reporting person in such capacity.