SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HELLMAN ROBERT B JR

(Last)

(First)

(Middle)

950 TOWER LANE, SUITE 800

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STONEMOR PARTNERS LP [ STON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	01/24/2011		J⁽¹⁾		2,119,891	D	$0.00	0	I	By CFSI⁽¹⁾
Common units representing limited partner interests	01/24/2011		J⁽¹⁾		1,801,908	A	$0.00	1,801,908	I	By Cornerstone Family Services LLC⁽¹⁾
Common units representing limited partner interests	01/24/2011		J⁽²⁾		1,801,908	D	$0.00	0	I	By Cornerstone Family Services LLC⁽¹⁾
Common units representing limited partner interests	01/24/2011		J⁽¹⁾⁽²⁾		1,784,203	A	$0.00	1,784,203	I	by MDC IV Trust U/T/A November 30, 2010⁽³⁾⁽⁴⁾
Common units representing limited partner interests	01/24/2011		J⁽¹⁾⁽²⁾		36,712	A	$0.00	36,712	I	MDC IV Associates Trust U/T/A November 30, 2010⁽³⁾⁽⁵⁾
Common units representing limited partner interests	01/24/2011		J⁽¹⁾⁽²⁾		28,451	A	$0.00	28,451	I	Delta Trust U/T/A November 30, 2010⁽³⁾⁽⁶⁾
Common units representing limited partner interests								5,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pro rata distribution by CFSI LLC, a Delaware limited liability company ("CFSI"), of common units representing limited partner interests in StoneMor Partners L.P. ("StoneMor"), to its members, including MDC IV Trust U/T/A November 30, 2010 ("MDC IV Trust"), MDC IV Associates Trust U/T/A November 30, 2010 ("MDC IVA Trust") and Delta Trust U/T/A November 30, 2010 ("Delta Trust" and collectively with MDC IV Trust and MDC IVA Trust, the "Trusts") and Cornerstone Family Services LLC, a Delaware limited liability company ("Cornerstone").

2. Pro rata distribution by Cornerstone of common units representing limited partner interests in StoneMor to its members, including the Trusts.

3. Voting and investment decisions for each of the Trusts are directed by Gen4 Trust Advisor LLC, a Delaware limited liability company (the "Trust Advisor"), of which Mr. Robert B. Hellman Jr. serves as the sole member and, in such capacity, has investment and voting control over the securities held by the Trusts. The Trusts and the Trust Advisor file Section 16 reports separately from Mr. Hellman.

4. The securities are held directly by MDC IV Trust. Of these securities, 206,987 common units were received by virtue of the distribution by CFSI and 1,577,216 common units were received by virtue of the distribution by Cornerstone. Mr. Hellman is a beneficiary of MDC IV Trust and disclaims beneficial ownership over the securities held by MDC IV Trust except to the extent of his proportionate pecuniary interest therein.

5. The securities are held directly by MDC IVA Trust. Of these securities, 3,189 common units were received by virtue of the distribution by CFSI and 33,523 common units were received by virtue of the distribution by Cornerstone. Mr. Hellman is a beneficiary of MDC IVA Trust and disclaims beneficial ownership over the securities held by MDC IVA Trust except to the extent of his proportionate pecuniary interest therein.

6. The securities are held directly by Delta Trust. Of these securities, 3,077 common units were received by virtue of the distribution by CFSI and 25,374 common units were received by virtue of the distribution by Cornerstone. Mr. Hellman is a beneficiary of Delta Trust and disclaims beneficial ownership over the securities held by Delta Trust except to the extent of his proportionate pecuniary interest therein.

Remarks:

	/s/ Robert B. Hellman, Jr.	01/26/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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