X0206 3 2019-12-31 0 0001753886 Stonemor Inc. STON 0001569227 Mangrove Partners Master Fund, Ltd. MAPLES CORP. SVCS, PO BOX 309 UGLAND HOUSE, S. CHURCH STREET GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS true 0001535392 MANGROVE PARTNERS MAPLES CORP. SVCS, PO BOX 309 UGLAND HOUSE, S. CHURCH STREET GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS true 0001535393 AUGUST NATHANIEL H. 645 MADISON AVENUE 14TH FLOOR NEW YORK NY 10022 true Common Stock 10294832 D Cash-Settled Total Return Swap (obligation to buy) 2022-07-22 Common Stock 2369877 D Cash-Settled Total Return Swap (obligation to buy) 2022-05-30 Common Stock 48893 D These cash-settled total return swaps were entered into by The Mangrove Partners Master Fund, Ltd. ("Master Fund") between July 20, 2017 and May 24, 2019, with Morgan Stanley Capital Services LLC as the counterparty and at prices between $2.0669 and $7.5468. The swaps can be settled and closed at any time by Master Fund. These cash-settled total return swaps were entered into by Master Fund between May 28, 2019 and June 17, 2019, with Barclays Bank PLC as the counterparty and at prices between $2.0029 and $2.586. The swaps can be settled and closed at any time by Master Fund. The swaps provide Master Fund with economic exposure to the Common Stock (as defined in footnote 4 herein) referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Stock increases, and benefitting counterparty if the price of the Common Stock decreases. The swap does not provide Master Fund with the power to vote or direct the voting or dispose of, or to dispose or direct the disposition of, the Subject Securities, nor the right to acquire such power over the Subject Securities. The Reporting Persons expressly disclaim beneficial ownership of the Subject Securities. The Subject Securities for these swaps were originally common units representing limited partnership units of StoneMor Partners L.P. ("Common Units"). 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., the Issuer and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each Common Unit underlying the swaps held by Master Fund converted into one share of common stock, par value $0.01 per share of the Issuer ("Common Stock"). Master Fund, Mangrove Partners, the investment manager of Master Fund, and Nathaniel H. August, the principal of Mangrove Partners, may be deemed to indirectly beneficially own the securities reported herein and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any. Pursuant to the Merger Agreement, each Preferred Unit converted into one share of Common Stock. At the Effective Time, such shares of Common Stock are held directly by Master Fund. The Mangrove Partners Master Fund, Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director 2020-01-03 Mangrove Partners, By: /s/ Nathaniel H. August, as Director 2020-01-03 /s/ Nathaniel H. August 2020-01-03