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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

MILLER LAWRENCE
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
__ X __ Officer (give title below)      _____ Other (specify below)
President; CEO
(Last)          (First)          (Middle)

C/O STONEMOR PARTNERS, L.P., 311 VETERANS HIGHWAY, SUITE B
3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2015
(Street)

LEVITTOWN, PA 19056
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common units representing limited partner interests   12/31/2015     A    7228   (1) A $0.00   (1) 124003   D    
Common units representing limited partner interests   12/31/2015     M    7227   (2) (3) A   (2) (3) 131230   D    
Common units representing limited partner interests                  64167   I   By LDLM Associates, LP   (4)
Common units representing limited partner interests                  28500   I   By Osiris Investments, LP   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Time Vested Units     (2) 12/31/2015     A      21681         (2)   (2) Common Units   21681   $0.00   21681   D    
Time Vested Units     (2) 12/31/2015     M      7227         (2)   (2) Common Units   7227   $0.00   14454   D    

Explanation of Responses:
( 1)  On December 31, 2015, the reporting person was granted performance vested units ("Performance Vested Units") vesting in three installments pursuant to a Key Employee Unit 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 (the "Agreement"). Each Performance Vested Unit represents a contingent right to receive one common unit representing a limited partner interest ("Common Unit") conditioned upon satisfying certain performance and other conditions. On December 31, 2015, 7,228 Performance Vested Units vested pursuant to the Agreement, except that the issuance of certificates evidencing Common Units is conditioned upon satisfying (i) certain provisions of the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the "Plan") and (ii) the payment of all applicable taxes.
( 2)  On December 31, 2015, the reporting person was granted 21,681 time vested units ("Time Vested Units") vesting in three equal annual installments pursuant to the Agreement. Each Time Vested Unit represents a contingent right to receive one Common Unit conditioned upon satisfying certain time and other conditions.
( 3)  On December 31, 2015, 7,227 Time Vested Units vested pursuant to the Agreement, except that the issuance of certificates evidencing Common Units is conditioned upon satisfying (i) certain provisions of the Plan and (ii) the payment of all applicable taxes.
( 4)  The reporting person is a grantor and trustee of Miller Revocable Trust, which is the general partner of LDLM Associates, LP. The reporting person is also a limited partner of LDLM Associates, LP, holding 98% of its limited partner interests.
( 5)  The general partner of Osiris Investments, LP is Osiris Investments LLC. Lawrence Miller and William R. Shane are each a 50% member of Osiris Investments LLC and share investment and voting power over the securities held by Osiris Investments, LP. Mr. Miller and Mr. Shane file separate Section 16 reports.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MILLER LAWRENCE
C/O STONEMOR PARTNERS, L.P.
311 VETERANS HIGHWAY, SUITE B
LEVITTOWN, PA 19056
X
President; CEO

Signatures
/s/ Shirley Herman, Attorney-in-Fact 1/5/2016
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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