Statement of Changes in Beneficial Ownership (4)
November 04 2022 - 12:30PM
Edgar (US Regulatory)
FORM 4
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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
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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
*
Connolly Thomas A |
2. Issuer Name and Ticker or Trading Symbol
Stonemor Inc.
[
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) See Remarks |
(Last)
(First)
(Middle)
C/O STONEMOR INC., 3331 STREET ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/3/2022 |
(Street)
BENSALEM, PA 19020
(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 Stock | 11/3/2022 | | D | | 206860 | D | $3.50 | 0 | D | |
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) | 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 |
Employee Stock Option (right to buy) | $1.71 | 11/3/2022 | | D | | | 18834 | (1) | 12/3/2030 | Common Stock | 18834 | $1.79 | 0 | D | |
Employee Stock Option (right to buy) | $1.71 | 11/3/2022 | | D | | | 18833 | (2) | 12/3/2030 | Common Stock | 18833 | (2) | 0 | D | |
Employee Stock Option (right to buy) | $1.20 | 11/3/2022 | | D | | | 75000 | (3) | 12/18/2029 | Common Stock | 75000 | $2.30 | 0 | D | |
Employee Stock Option (right to buy) | $1.20 | 11/3/2022 | | D | | | 75000 | (4) | 12/18/2029 | Common Stock | 75000 | (4) | 0 | D | |
Explanation of Responses: |
(1) | This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 3, 2020, was cancelled in the merger contemplated by an Agreement and Plan of Merger among Axar Cemetery Parent Corp. ("Axar"), StoneMor Inc. and Axar Cemetery Merger Corp. in exchange for a cash payment of $33,712.86, representing the difference between the exercise price of the option and the cash merger consideration per share. |
(2) | This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 3, 2020, was assumed by Axar in the merger and replaced with a fully vested option to purchase 18,833 shares of Axar common stock for $1.71 per share. |
(3) | This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 18, 2019, was cancelled in the merger in exchange for a cash payment of $172,500, representing the difference between the exercise price of the option and the cash merger consideration per share. |
(4) | This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 18, 2019, was assumed by Axar in the merger and replaced with a fully vested option to purchase 75,000 shares of Axar common stock for $1.20 per share |
Remarks: SVP of Bus. Plan. & Opers.
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 owners of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Connolly Thomas A C/O STONEMOR INC. 3331 STREET ROAD, SUITE 200 BENSALEM, PA 19020 |
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| See Remarks |
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Signatures
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/s/ Shirley Herman, Attorney-in-Fact | | 11/4/2022 |
**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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