Statement of Changes in Beneficial Ownership (4)
January 05 2016 - 4:53PM
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
*
MILLER LAWRENCE
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President; CEO
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(Last)
(First)
(Middle)
C/O STONEMOR PARTNERS, L.P., 311 VETERANS HIGHWAY, SUITE B
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2015
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(Street)
LEVITTOWN, PA 19056
(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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12/31/2015
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A
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7228
(1)
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A
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$0.00
(1)
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124003
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D
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Common units representing limited partner interests
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12/31/2015
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M
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7227
(2)
(3)
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A
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(2)
(3)
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131230
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D
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Common units representing limited partner interests
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64167
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I
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By LDLM Associates, LP
(4)
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Common units representing limited partner interests
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28500
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I
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By Osiris Investments, LP
(5)
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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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(2)
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12/31/2015
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A
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21681
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(2)
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(2)
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Common Units
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21681
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$0.00
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21681
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D
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Time Vested Units
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(2)
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12/31/2015
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M
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7227
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(2)
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(2)
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Common Units
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7227
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$0.00
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14454
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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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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MILLER LAWRENCE
C/O STONEMOR PARTNERS, L.P.
311 VETERANS HIGHWAY, SUITE B
LEVITTOWN, PA 19056
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X
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President; CEO
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Signatures
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/s/ Shirley Herman, Attorney-in-Fact
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1/5/2016
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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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