X0202 4 2007-10-30 0 0001286131 STONEMOR PARTNERS LP STON 0001137151 MDC MANAGEMENT CO IV LLC 950 TOWER LANE SUITE 800 FOSTER CITY CA 94404 0 0 1 0 0001302434 De Leeuw David 950 TOWER LANE SUITE 800` FOSTER CITY CA 94404 0 0 1 0 0001301531 Delta Fund, LLC 950 TOWER LANE SUITE 800 FOSTER CITY CA 94404 0 0 1 0 0001289124 McCown De Leeuw & Co. IV Associates, L.P. 950 TOWER LANE SUITE 800 FOSTER CITY CA 94404 0 0 1 0 0001289123 McCown De Leeuw & Co. IV, L.P. 950 TOWER LANE SUITE 800 FOSTER CITY CA 94404 0 0 1 0 0001288347 CORNERSTONE FAMILY SERVICES LLC 155 RITTENHOUSE CIRCLE BRISTOL PA 19007 0 0 1 0 0001302507 Cornerstone Family Services, Inc. 155 RITTENHOUSE CIRCLE BRISTOL PA 19007 0 0 1 0 Common Units representing limited partnership interests 2007-10-30 4 C 0 1059945 0.00 A 1073477 I By CFSI LLC Common Units representing limited partnership interests 2007-12-07 4 J 0 1073477 0.00 D 0 I By CFSI LLC Common Units representing limited partnership interests 2007-12-07 4 J 0 912455 0.00 A 912455 I By Cornerstone Family Services LLC Common Units representing limited partnership interests 2007-12-07 4 J 0 912455 0.00 D 0 I By Cornerstone Family Services LLC Common Units representing limited partnership interests 2007-12-07 4 J 0 903490 0.00 A 903490 I By Fund Common Units representing limited partnership interests 2007-12-07 4 J 0 18590 0.00 A 18590 I By Fund Common Units representing limited partnership interests 2007-12-07 4 J 0 14407 0.00 A 14407 I By Fund Subordinated Units representing limited partnership interest 2007-12-07 4 C 0 1059945 0.00 D Common Units representing limited partnership interest 1059945 3179837 I By CFSI LLC CFSI LLC, a Delaware limited liability company ("CFSI"), converted 1,059,945 of its 4,239,782 subordinated units representing limited partner interests in StoneMor Partners L.P. ("StoneMor") into an equal number of common units representing limited partner interests in StoneMor pursuant to the terms of the First Amended and Restated Agreement of Limited Partnership of StoneMor, as amended (the "Partnership Agreement"). McCown De Leeuw & Co. IV, L.P., a California limited partnership ("MDCIV"), McCown De Leeuw & Co. IV Associates, L.P., a California limited partnership ("MDCIVA"), and Delta Fund LLC, a California limited liability company ("Delta", and, collectively with MDCIV and MDCIVA, "MDC Funds"), collectively control CFSI. MDC Funds also collectively control Cornerstone Family Services LLC, a Delaware limited liability company ("Cornerstone"), that has an equity interest in CFSI. MDC Management Co. IV, LLC, a California limited liability company ("MDC Management"), is the general partner of MDCIV and MDCIVA and, as such, controls MDCIV and MDCIVA. George E. McCown, Robert B. Hellman, Jr. and David E. De Leeuw are managing members of MDC Management and, as such, collectively control MDC Management. Messrs. Hellman, McCown and De Leeuw, collectively, have investment and voting control over the securities held by Delta. Messrs. Hellman and McCown file Section 16 reports separately from the Reporting Persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Pro rata distribution by CFSI to its members. Pro rata distribution from CFSI, of which Cornerstone is a member. Pro rata distribution by Cornerstone to its members. The securities are held directly by MDCIV. Consists of 104,815 common units acquired by MDCIV in the pro rata distribution from CFSI, of which MDCIV is a member, and 798,675 common units acquired by MDCIV in the pro rata distribution from Cornerstone, of which MDCIV is a member. The securities are held directly by MDCIVA. Consists of 1,615 common units acquired by MDCIVA in the pro rata distribution from CFSI, of which MDCIVA is a member, and 16,975 common units acquired by MDCIVA in the pro rata distribution from Cornerstone, of which MDCIVA is a member. The securities are held directly by Delta. Consists of 1,558 common units acquired by Delta in the pro rata distribution from CFSI, of which Delta is a member, and 12,849 common units acquired by Delta in the pro rata distribution from Cornerstone, of which Delta is a member. Pursuant to the terms of the Partnership Agreement, each subordinated unit will convert into one common unit at the end of the subordination period, which will end once StoneMor meets the financial tests in the Partnership Agreement, but it generally cannot end before September 30, 2009. Because the tests for ending the subordination period for any three consecutive four-quarter periods ending on or after September 30, 2007 have been satisfied, 25% of the subordinated units were converted into an equal number of common units on October 30, 2007. Similarly, if those tests are also satisfied for any three consecutive four-quarter periods ending on or after September 30, 2008, an additional 25% of the subordinated units will convert into an equal number of common units. The second early conversion of subordinated units may not occur, however, until at least one year following the end of the period for the first early conversion of subordinated units. /s/ Robert J. Hellman, Jr., Managing Member 2007-12-11 David E. De Leeuw, by Pamela Swain, Attorney-In-Fact 2007-12-11 Delta Fund LLC, by Robert B. Hellman, Jr., Member 2007-12-11 McCown De Leeuw & Co. IV Associates, L.P., by MDC Management Co., IV, LLC, by Robert B. Hellman, Jr. Managing Member 2007-12-11 McCown De Leeuw & Co. IV, L.P., by MDC Management Co., IV, LLC, by Robert B. Hellman, Jr., Managing Member 2007-12-11 Cornerstone Family Services LLC, by Robert B. Hellman, Jr., Manager 2007-12-11 CSFI LLC, by Robert B. Hellman, Jr., Manager 2007-12-11