Statement of Changes in Beneficial Ownership (4)
September 30 2016 - 3:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MCGRATH SEAN P
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2. Issuer Name
and
Ticker or Trading Symbol
STONEMOR PARTNERS LP
[
STON
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CFO and Secretary
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(Last)
(First)
(Middle)
C/O STONEMOR PARTNERS L.P., 3600 HORIZON BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/28/2016
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(Street)
TREVOSE, PA 19053
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common units representing limited partner interests
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9/28/2016
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M
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2774
(1)
(2)
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A
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(1)
(2)
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3774
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D
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Common units representing limited partner interests
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9/28/2016
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S
(3)
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1262
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D
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$24.92
(4)
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2512
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Time Vested Units
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(1)
(2)
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9/28/2016
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M
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2774
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(1)
(2)
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(1)
(2)
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Common Units
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2774
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$0.00
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5550
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D
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Time Vested Units
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(5)
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9/28/2016
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A
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8946
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(5)
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(5)
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Common Units
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8946
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$0.00
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8946
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D
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Explanation of Responses:
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(
1)
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The reporting person was granted 8,324 time vested units ("Time Vested Units") vesting in three equal annual installments pursuant to a Key Employee Unit Agreement (the "Agreement"), entered into as of December 31, 2015, by and between StoneMor GP LLC, a general partner of StoneMor Partners L.P., and the reporting person. Each Time Vested Unit represents a contingent right to receive one common unit representing a limited partner interest conditioned upon satisfying certain time and other conditions.
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(
2)
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On September 28, 2016, 2,774 Time Vested Units vested pursuant to the Agreement.
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(
3)
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The sales reported in this Form 4 were effected pursuant to the reporting person's Rule 10b5-1 trading plan, adopted on March 4, 2016, solely to satisfy the reporting person's tax obligations related to the vesting of Time Vested Units.
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(
4)
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The price reported in Column 4 is a weighted average price. The common units were sold in multiple transactions at prices ranging from $24.85-25.05 inclusive. The reporting person undertakes to provide to StoneMor Partners L.P., any holder of common units of StoneMor Partners L.P., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units sold at each separate price within the range set forth in this footnote to this Form 4.
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(
5)
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The reporting person was granted 8,946 Time Vested Units vesting in three equal annual installments pursuant to a Key Employee Unit Agreement, entered into as of September 28, 2016, by and between StoneMor GP LLC, a general partner of StoneMor Partners L.P., and the reporting person. Each Time Vested Unit represents a contingent right to receive one common unit representing a limited partner interest conditioned upon satisfying certain time and other conditions.
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MCGRATH SEAN P
C/O STONEMOR PARTNERS L.P.
3600 HORIZON BOULEVARD
TREVOSE, PA 19053
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CFO and Secretary
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Signatures
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/s/ Shirley Herman, Attorney-in-Fact
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9/30/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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