FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

FREEDMAN ALLEN

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/4/2018 

3. Issuer Name and Ticker or Trading Symbol

STONEMOR PARTNERS LP [STON]

(Last)        (First)        (Middle)

C/O STONEMOR PARTNERS L.P., 3600 HORIZON BOULEVARD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

TREVOSE, PA 19053       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

4/13/2018 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common units representing limited partner interests   20832   D    
Common units representing limited partner interests   1405   (1) I   By StoneMor GP Holdings LLC   (2) (3)
Common units representing limited partner interests   20798   (4) I   By wife  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Phantom Units     (5)   (5) common units   37178.6334   (6)   (5) D    

Explanation of Responses:
(1)  Represents the proportionate interest of the reporting person in 2,332,878 common units of StoneMor Partners, L.P. (the "Partnership") issued and sold to StoneMor GP Holdings LLC ("GP Holdings") by the Partnership, which purchase was funded by the purchase of common units of GP Holdings (the "GP Holdings Units") by a trust for the pecuniary benefit of American Cemeteries Infrastructure Investors, LLC ("ACII") (collectively, the "Transaction").
(2)  The reporting person is a member of GP Holdings.
(3)  The reporting person disclaims beneficial ownership of the common units except to the extent of his pecuniary interest therein.
(4)  The reporting person's Form 4 filed on January 4, 2017 inadvertently reported that the reporting person indirectly beneficially owned 21,798 common units representing limited partnership interests through his spouse when, in fact, his spouse owned 20,798 common units representing limited partnership interests at such time and as of the date of this amendment.
(5)  Each restricted phantom unit representing limited partner interests 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.
(6)  Represents restricted phantom units allocated to the reporting person's deferred compensation account, including distribution equivalent rights that accrued under StoneMor Partners L.P. 2014 Long-Term Incentive Plan and under StoneMor Partners L.P. Long-Term Incentive Plan, as amended, credited to such person's deferred compensation account in the form of phantom units and accrued on all phantom units allocated or credited to such account.

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.

This amendment to the reporting person's Form 3 filed on April 13, 2018 (the "Original Report") is being filed solely to (i) correct the Original Report which inadvertently omitted the reporting person's indirect beneficial ownership of common units representing limited partnership interests held by StoneMor GP Holdings LLC and by the reporting person's spouse as set forth in Table I of this amendment and the reporting person's beneficial ownership of restricted phantom units as set forth in Table II of this amendment and (ii) attach and file as an exhibit thereto a power of attorney signed by the reporting person. Prior to the filing of the Original Report, the reporting person provided oral authorization for the person who signed the Original Report as the reporting person's attorney-in-fact to, among other things, execute and file the Original Report on behalf of the reporting person in such capacity.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FREEDMAN ALLEN
C/O STONEMOR PARTNERS L.P.
3600 HORIZON BOULEVARD
TREVOSE, PA 19053
X



Signatures
/s/ Shirley Herman, Attorney-in-Fact 4/19/2018
** 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 5(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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