X0202 4 2004-09-23 0 0001286131 STONEMOR PARTNERS LP STON 0001289128 McCown George Edwin 525 MIDDLEFIELD ROAD SUITE 210 MENLO PARK CA 94025 0 0 1 0 Common Units representing limited partnership interests 2004-09-23 4 D 0 551250 9.53 D 13532 I See footnotes Common Units representing limited partnership interests 5000 D In connection with the initial public offering of common units of the Issuer, the underwriters have exercised their over-allotment option to purchase an additional 551,250 common units from the Issuer (the "Over-Allotment Purchase") which closed on September 23, 2004. Pursuant to the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership, 50% of the proceeds from the Over-Allotment Purchase were used to redeem 551,250 common units owned by CFSI LLC, a Delaware limited liability company ("CFSI"). These securities are held directly by CFSI. 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, the "MDC Funds") collectively control CFSI. The MDC Funds also collectively control Cornerstone Family Services LLC, a Delaware limited liability company ("CFS") that has an equity interest in CFSI. MDC Management Company 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 directors of MDC Management and, as such, collectively control MDC Management. CFSI, MDCIV, MDCIVA, Delta, CFS, MDC Management, Mr. De Leeuw and Mr. Hellman file Section 16 reports separately from Mr. McCown. Mr. McCown disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. George E. McCown 2004-09-23