X0306 4 2019-02-28 0 0001286131 STONEMOR PARTNERS LP STON 0001288345 TALBOTT FENTON R C/O STONEMOR PARTNERS L.P. 3600 HORIZON BOULEVARD TREVOSE PA 19053 1 0 0 0 Distribution Equivalent Rights 2019-02-28 4 A 0 101.0135 0.00 A Common Units 101.0135 2862.0484 D Distribution Equivalent Rights 2019-02-28 4 A 0 834.5614 0.00 A Common Units 834.5614 23645.9068 D Restricted Phantom Units 2019-02-28 4 A 0 553.0973 9.04 A Common Units 553.0973 27061.0525 D Restricted Phantom Units 2019-02-28 4 A 0 819.6721 6.10 A Common Units 819.6721 27880.7246 D Restricted Phantom Units 2019-02-28 4 A 0 737.4631 6.78 A Common Units 737.4631 28618.1877 D Restricted Phantom Units 2019-02-28 4 A 0 741.8398 6.74 A Common Units 741.8398 29360.0275 D Restricted Phantom Units 2019-02-28 4 A 0 831.9468 6.01 A Common Units 831.9468 30191.9743 D Restricted Phantom Units 2019-02-28 4 A 0 1096.4912 4.56 A Common Units 1096.4912 31288.4655 D Restricted Phantom Units 2019-02-28 4 A 0 1225.4902 4.08 A Common Units 1225.4902 32513.9557 D On February 28, 2019, the distribution equivalent rights were credited to the reporting person's deferred compensation account in the form of phantom units in respect of the cash distribution paid on common units of the issuer on May 15, 2017. This crediting was delayed by the Compensation Committee's exercise of its discretion to defer such crediting because the issuer's Registration Statement on Form S-8 covering the issuance of the distribution equivalent rights was not available due to the issuer's failure to file certain reports required to be filed with the Securities and Exchange Commission. (Continued from footnote 1) The distribution equivalent rights accrue on restricted phantom units representing limited partner interests and 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. Each distribution equivalent right is the economic equivalent of one common unit representing a limited partner interest. These distribution equivalent rights accrue under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan. Represents restricted phantom units allocated to the reporting person's deferred compensation account, including distribution equivalent rights 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 under StoneMor Partners L.P. 2014 Long-Term Incentive Plan. These distribution equivalent rights accrue under the StoneMor Partners L.P. Long-Term Incentive Plan, as amended. Represents restricted phantom units allocated to the reporting person's deferred compensation account, including distribution equivalent rights 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 under the StoneMor Partners L.P. Long-Term Incentive Plan, as amended. On February 28, 2019, the restricted phantom units were credited to the reporting person's deferred compensation account in lieu of payment to the reporting person of a portion of his annual director's retainer fee. This crediting was delayed by the Compensation Committee's exercise of its discretion to defer such crediting because the issuer's Registration Statement on Form S-8 covering the issuance of the distribution equivalent rights was not available due to the issuer's failure to file certain reports required to be filed with the Securities and Exchange Commission. (Continued form footnote 7) Each 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. The reporting person received these restricted phantom units pursuant to the StoneMor Partners L.P. 2014 Long-Term Incentive Plan in lieu of payment to the reporting person of $5,000 which represents a portion of his annual director's retainer fee. Reflects the closing price of the issuer's common units as reported by the New York Stock Exchange on the trading day immediately preceding the date on which the restricted phantom units would have been credited to the reporting person's deferred compensation account had the Compensation Committee not elected to exercise its discretion to defer such crediting. Represents 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. 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