X0306 4 2016-01-08 0 0001286131 STONEMOR PARTNERS LP STON 0001017221 MILLER LAWRENCE C/O STONEMOR PARTNERS, L.P. 311 VETERANS HIGHWAY, SUITE B LEVITTOWN PA 19056 1 1 0 0 President; CEO Common units representing limited partner interests 2016-01-08 4 F 0 5162 26.65 D 126068 D Common units representing limited partner interests 64167 I By LDLM Associates, LP Common units representing limited partner interests 28500 I By Osiris Investments, LP These common units representing limited partner interests were withheld by the issuer in connection with the vesting of performance vested units and time vested units, which were granted to the reporting person pursuant to a Key Employee Unit Agreement, entered into as of December 31, 2015, by and between StonMor GP LLC, a general partner of StoneMor Partners L.P., and the reporting person, to satisfy the reporting person's tax withholding obligations. Such withholding is deemed a disposition of withheld common units back to the issuer under Section 16 of the Securities Exchange Act of 1934, as amended. The reporting person is a grantor and trustee of Miller Revocable Trust, which is the general partner of LDLM Associates, LP. The reporting person is also a limited partner of LDLM Associates, LP, holding 98% of its limited partner interests. The general partner of Osiris Investments, LP is Osiris Investments LLC. Lawrence Miller and William R. Shane are each a 50% member of Osiris Investments LLC and share investment and voting power over the securities held by Osiris Investments, LP. Mr. Miller and Mr. Shane file separate Section 16 reports. 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. /s/ Shirley Herman, Attorney-in-Fact 2016-01-12