X0306 4 2019-03-08 0 0001286131 STONEMOR PARTNERS LP STON 0001650781 AXAR CAPITAL MANAGEMENT L.P. 1330 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001673869 Axar GP, LLC 1330 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK NY 10019 0 0 1 0 0001673921 Axelrod Andrew 1330 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Units 2019-03-08 4 P 0 7221 3.744 A 7654849 I See footnotes Common Units 2019-03-11 4 P 0 4980 3.695 A 7659829 I See footnotes Common Units 2019-03-12 4 P 0 415 3.69 A 7660244 I See footnotes Equity Swaps (obligation to buy) 2019-03-08 4 J 1 2584 A Common Units Representing Limited Partnership Interests 2584 1518653 I See footnotes 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 Common Units Representing Limited Partnership Interests (the "Common Units") 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. On dates ranging from March 8, 2019 to March 12, 2019, the Reporting Person increased its equity swap position by 2,584 swaps at references prices ranging from $3.6900 to $3.7435. These cash-settled equity swaps can be settled at any time and shall continue until terminated as elected by the parties, and currently have an initial reference termination date of June 20, 2022. Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Reporting Person in cash an amount determined in part by reference to any increase between the initial reference price and the market value of a notional number of Common Units on the applicable expiration date set set forth in Table II or (ii) the Reporting Person will pay to the counterparty in cash an amount determined in part by reference to any decrease between the initial reference price and the market value of the reference shares on the applicable expiration date listed in Table II. AXAR CAPITAL MANAGEMENT, LP, By: Axar GP LLC, its general partner, By:/s/ Andrew Axelrod, its Sole Member 2019-03-12 AXAR GP LLC, By: /s/ Andrew Axelrod, its Sole Member 2019-03-12 s/ Andrew Axelrod 2019-03-12