X0306 4 2019-06-27 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 2019-06-27 4 M 0 5856.8965 A 41567.8965 D Common units representing limited partner interests 2364162 I By American Cemeteries Infrastructure Investors, LLC Common units representing limited partner interests 2076523 I By StoneMor GP Holdings LLC Restricted Phantom Units 2019-06-27 4 M 0 5856.8965 0.00 D Common Units 5856.8965 0 D On June 27, 2019, StoneMor Partners L.P. consummated a series of transactions as a result of which these restricted phantom units became payable, in cash or common units, at the election of the issuer, in accordance with the terms of the StoneMor Partners L.P. Long-Term Incentive Plan and the agreement pursuant to which such restricted phantom units were credited to the reporting person's mandatory deferred compensation account. The issuer elected to pay such restricted phantom units in common units. StoneMor GP Holdings LLC ("GP Holdings") is majority owned by a trust for the pecuniary benefit of American Cemeteries Infrastructure Investors, LLC ("ACII"). 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"), AIM II Delaware StoneMor, Inc. ("AIM II StoneMor") and AIM Cemetery Infrastructure, L.P. ("AIM Cemetery Infrastructure"). 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. AUH is the general partner of AIM Cemetery Infrastructure. The reporting person is a director of GP Holdings, 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 the common units held directly by GP Holdings and ACII and, therefore, may be deemed to have voting and investment power with respect to such common units. The reporting person disclaims beneficial ownership of these common units except to the extent of his pecuniary interest therein. Represents the proportionate interest of ACII in 2,332,878 common units of the Partnership held by GP Holdings. GP Holdings is majority-owned by a trust for the pecuniary benefit of ACII. 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 2019-07-01