0001209191-15-044583.txt : 20150519 0001209191-15-044583.hdr.sgml : 20150519 20150519175518 ACCESSION NUMBER: 0001209191-15-044583 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150515 FILED AS OF DATE: 20150519 DATE AS OF CHANGE: 20150519 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STONEMOR PARTNERS LP CENTRAL INDEX KEY: 0001286131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 800103159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 311 VETERANS HIGHWAY STREET 2: SUITE B CITY: LEVITTOWN STATE: PA ZIP: 19056 BUSINESS PHONE: 2158262800 MAIL ADDRESS: STREET 1: 311 VETERANS HIGHWAY STREET 2: SUITE B CITY: LEVITTOWN STATE: PA ZIP: 19056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HELLMAN ROBERT B JR CENTRAL INDEX KEY: 0001168211 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 15877630 MAIL ADDRESS: STREET 1: C/O AMERICAN INFRASTRUCTURE MLP FUND STREET 2: 950 TOWER LANE, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-15 0 0001286131 STONEMOR PARTNERS LP STON 0001168211 HELLMAN ROBERT B JR 950 TOWER LANE, SUITE 800 FOSTER CITY CA 94404 1 0 0 0 Common units representing limited partner interests 2015-05-15 4 A 0 49911 28.93 A 2305858 I By American Cemeteries Infrastructure Investors, LLC Common units representing limited partner interests 2015-05-15 4 S 0 49911 29.83 D 2255947 I By American Cemeteries Infrastructure Investors, LLC Common units representing limited partner interests 15911 D StoneMor Partners L.P. (the "Company") issued 49,911 common units representing limited partner interests ("common units") in the Company to American Cemeteries Infrastructure Investors, LLC ("ACII") in lieu of cash distributions of $0.64 per common unit on 2,255,947 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 April 24, 2015, the date on which Company declared a quarterly distribution with respect to the common units, which was $28.93. 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") and AIM II Delaware StoneMor, Inc. ("AIM II StoneMor"). 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. The Reporting Person is a managing member of AIM Management II, the president of AIM II StoneMor and a member of AUH. The Reporting Person shares the power to vote or dispose of these common units and therefore may be deemed to have voting and investment power with respect to such common units. The Reporting Person disclaims beneficial ownership of the common units except to the extent of his pecuniary interest therein. The common units sold represent quarterly distributions in kind issued to ACII by the Company on the common units held by ACII. These quarterly distributions are made in lieu of quarterly cash distributions, which are declared and paid on all other outstanding common units of the Company, and are customarily paid by master limited partnerships invested in by the member funds of ACII: AIM II, AIM FF II and AIM II Offshore (collectively, the "Member Funds"). The sale of these quarterly distribution units by ACII does not change the Member Funds' or the Reporting Person's respective underlying ownership interests in the Company; rather it was effected pursuant to a Rule 10b5-1 trading plan adopted by ACII on August 20, 2014, to convert the quarterly distribution units received by ACII to cash in order to permit the Member Funds to make quarterly cash distributions to their respective investors, consistent with their stated strategy of doing so. The price reported in Column 4 is a weighted average price. The common units were sold in multiple transactions at prices ranging from $29.79-29.95, inclusive. The Reporting Person undertakes to provide to the Company, any holder of common units, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units sold at each separate price within the range set forth in this footnote (4) to this Form 4. 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/ Robert B. Hellman Jr. 2015-05-19