0000902664-20-000009.txt : 20200102 0000902664-20-000009.hdr.sgml : 20200102 20200102161545 ACCESSION NUMBER: 0000902664-20-000009 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200102 DATE AS OF CHANGE: 20200102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Axar GP, LLC CENTRAL INDEX KEY: 0001673869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20501705 BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-356-6130 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXAR CAPITAL MANAGEMENT L.P. CENTRAL INDEX KEY: 0001650781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20501706 BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.356.6130 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Axelrod Andrew CENTRAL INDEX KEY: 0001673921 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20501707 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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: 3600 HORIZON BOULEVARD STREET 2: SUITE 100 CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2158262800 MAIL ADDRESS: STREET 1: 3600 HORIZON BOULEVARD STREET 2: SUITE 100 CITY: TREVOSE STATE: PA ZIP: 19053 4 1 ownership.xml X0306 4 2019-12-31 0 0001286131 STONEMOR PARTNERS LP STON 0001673921 Axelrod Andrew 1330 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10019 1 0 1 0 0001650781 AXAR CAPITAL MANAGEMENT L.P. 1330 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK NY 10019 1 0 1 1 See Remarks 0001673869 Axar GP, LLC 1330 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10019 1 0 1 1 See Remarks Common Units 2019-12-31 4 D 0 11674095 D 0 I See footnotes Series A Preferred Units 2019-12-31 4 M 0 37843177 D Common Units 37843177 0 I See footnotes Restricted Phantom Units 2019-12-31 4 D 0 9174.312 D Common Units 9174.312 0 D Pursuant to the Merger and Reorganization Agreement and Plan of Merger dated as of September 27, 2018 (as amended to date, the "Merger Agreement"), by and among StoneMor Partners L.P. ("StoneMor LP"), StoneMor GP LLC (now StoneMor Inc.) and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each Common Unit of StneMor LP held by the Reporting Persons converted into one share of common stock, par value $0.01 per share, of StoneMor Inc. ("Common Stock"). Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, StoneMor Inc. is the successor issuer to StoneMor LP for purposes of Section 16. This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the securities held by certain funds and/or managed accounts (collectively, the "Axar Vehicles"). The Investment Manager serves as the investment manager of the Axar Vehicles. GP is the general partner of Investment Manager. Mr. Andrew Axelrod serves as the sole member of the GP. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. Pursuant to the terms of the Third Amended and Restated Agreement of Limited Partnership of StoneMor LP, dated as of June 27, 2019 (the "LPA"), at the Effective Time, each Series A Preferred Unit of StoneMor LP held by the Reporting Persons converted into one share of Common Stock. Each Series A Preferred Unit of StoneMor LP (i) was convertible into one Common Unit of StoneMor LP at the option of the holder thereof beginning on the 10th day following the completion of the Rights Offering (as defined in the LPA) and (ii) at the Effective Time converted into one share of Common Stock in accordance with the terms of the LPA. Each restricted phantom unit is the economic equivalent of one Common Unit. Restricted phantom units become payable, in cash or Common Units, at the election of the issuer, upon the separation of Mr. Andrew Axelrod 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. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding award of restricted phantom units originally granted to Mr. Andrew Axelrod pursuant to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan was assumed by StoneMor Inc. and converted into an award denominated in shares of restricted phantom common stock, par value $0.01 per share of StoneMor Inc. ("StoneMor Inc. Phantom Stock Award") equal to the number of restricted phantom units that were subject to such award of restricted phantom units prior to the Effective Time. Each StoneMor Inc. Phantom Stock Award is subject to the same terms and conditions as were applicable to such award of restricted phantom units immediately before the Effective Time. Because Andrew Axelrod serves on the board of directors of the Issuer as a representative of the Reporting Persons, each of the Investment Manager and the GP is a director by deputization. AXAR CAPITAL MANAGEMENT, LP, By: Axar GP LLC, its general partner, By:/s/ Andrew Axelrod, its Sole Member 2020-01-02 AXAR GP LLC, By: /s/ Andrew Axelrod, its Sole Member 2020-01-02 /s/ Andrew Axelrod 2020-01-02