X0306 4 2019-03-04 0 0001286131 STONEMOR PARTNERS LP STON 0001556770 Miller Mark L. C/O STONEMOR PARTNERS L.P. 3600 HORIZON BOULEVARD TREVOSE PA 19053 0 1 0 0 CFO and Senior Vice President Common units representing limited partner interests 2019-03-04 4 M 0 4629 A 19185 D Restricted Phantom Units 2019-03-04 4 M 0 4629 0.00 D Common Units 4629 9260 D On March 19, 2018, the reporting person was granted 13,889 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 (the "2017 Award Agreement"), entered into as of March 19, 2018, by and between StoneMor GP LLC, the general partner of StoneMor Partners L.P. ("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. On March 4, 2019, 4,629 common units were issued in settlement of the portion of the 2017 Award Agreement that vested on April 3, 2018. This settlement was delayed by the Compensation Committee's exercise of its discretion under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan to defer the issuance of such common units because the issuer's Registration Statement on Form S-8 covering the issuance of such common units was not available due to the issuer's failure to file certain reports required to be filed with the Securities and Exchange Commission. 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 2019-03-04