Sec Form 4 Filing - Goldenberg Spencer E @ STONEMOR PARTNERS LP - 2019-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Goldenberg Spencer E
2. Issuer Name and Ticker or Trading Symbol
STONEMOR PARTNERS LP [ STON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O STONEMOR PARTNERS L.P., 3600 HORIZON BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2019
(Street)
TREVOSE, PA19053
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Phantom Units ( 1 ) 12/31/2019 D( 2 )( 3 )( 4 ) 9,174.312 ( 1 ) ( 1 ) Common Units 9,174.312 ( 2 ) ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goldenberg Spencer E
C/O STONEMOR PARTNERS L.P.
3600 HORIZON BOULEVARD
TREVOSE, PA19053
X
Signatures
/s/ Shirley Herman, Attorney-in-Fact 12/31/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted phantom unit is the economic equivalent of one common unit representing limited partner interests. Restricted phantom units become payable, in cash or common units, at the election of the issuer, upon the separation of the reporting person 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.
( 2 )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 "Partnership"), StoneMor GP LLC (now StoneMor Inc. ("StoneMor Inc.")) and certain of their affiliates, immediately prior to the effective time of the merger on December 31, 2019 (the "Effective Time"), each outstanding award of restricted phantom units originally granted to the reporting person 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.
( 3 )(Continued from footnote 2) 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.
( 4 )Pursuant to Rule 12g-3(e), StoneMor Inc. is the successor issuer to the Partnership for purposes of Section 16.

Remarks:
The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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