Edgar Filing: TALBOTT FENTON R

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TALBOTT FENTON R

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

(Street)

TREVOSE, PA 19053

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Distribution Equivalent Rights

⁽¹⁾ ⁽²⁾

02/28/2019

101.0135 ⁽³⁾

⁽¹⁾⁽²⁾

Common Units

101.0135

$ 0

2,862.0484 ⁽⁴⁾

Distribution Equivalent Rights

⁽¹⁾ ⁽²⁾

02/28/2019

834.5614 ⁽⁵⁾

⁽¹⁾⁽²⁾

Common Units

834.5614

$ 0

23,645.9068 ⁽⁶⁾

Restricted Phantom Units

⁽⁷⁾ ⁽⁸⁾

02/28/2019

553.0973

⁽⁷⁾⁽⁸⁾

Common Units

553.0973 ⁽⁹⁾

$ 9.04 ⁽¹⁰⁾

27,061.0525 ⁽¹¹⁾

Restricted Phantom Units

⁽⁷⁾ ⁽⁸⁾

02/28/2019

819.6721

⁽⁷⁾⁽⁸⁾

Common Units

819.6721 ⁽⁹⁾

$ 6.1 ⁽¹⁰⁾

27,880.7246 ⁽¹¹⁾

Restricted Phantom Units

⁽⁷⁾ ⁽⁸⁾

02/28/2019

737.4631

⁽⁷⁾⁽⁸⁾

Common Units

737.4631 ⁽⁹⁾

$ 6.78 ⁽¹⁰⁾

28,618.1877 ⁽¹¹⁾

Restricted Phantom Units

⁽⁷⁾ ⁽⁸⁾

02/28/2019

741.8398

⁽⁷⁾⁽⁸⁾

Common Units

741.8398 ⁽⁹⁾

$ 6.74 ⁽¹⁰⁾

29,360.0275 ⁽¹¹⁾

Restricted Phantom Units

⁽⁷⁾ ⁽⁸⁾

02/28/2019

831.9468

⁽⁷⁾⁽⁸⁾

Common Units

831.9468 ⁽⁹⁾

$ 6.01 ⁽¹⁰⁾

30,191.9743 ⁽¹¹⁾

Restricted Phantom Units

⁽⁷⁾ ⁽⁸⁾

02/28/2019

1,096.4912

⁽⁷⁾⁽⁸⁾

Common Units

1,096.4912 ⁽⁹⁾

$ 4.56 ⁽¹⁰⁾

31,288.4655 ⁽¹¹⁾

Restricted Phantom Units

⁽⁷⁾ ⁽⁸⁾

02/28/2019

1,225.4902

⁽⁷⁾⁽⁸⁾

Common Units

1,225.4902 ⁽⁹⁾

$ 4.08 ⁽¹⁰⁾

32,513.9557 ⁽¹¹⁾

Reporting Owners

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

Signatures

/s/ Shirley Herman, Attorney-in-Fact		03/04/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On February 28, 2019, the distribution equivalent rights were credited to the reporting person's deferred compensation account in the form of phantom units in respect of the cash distribution paid on common units of the issuer on May 15, 2017. This crediting was delayed by the Compensation Committee's exercise of its discretion to defer such crediting because the issuer's Registration Statement on Form S-8 covering the issuance of the distribution equivalent rights was not available due to the issuer's failure to file certain reports required to be filed with the Securities and Exchange Commission.
(2)	(Continued from footnote 1) The distribution equivalent rights accrue on restricted phantom units representing limited partner interests and 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. Each distribution equivalent right is the economic equivalent of one common unit representing a limited partner interest.
(3)	These distribution equivalent rights accrue under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan.
(4)	Represents restricted phantom units allocated to the reporting person's deferred compensation account, including distribution equivalent rights 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 under StoneMor Partners L.P. 2014 Long-Term Incentive Plan.
(5)	These distribution equivalent rights accrue under the StoneMor Partners L.P. Long-Term Incentive Plan, as amended.
(6)	Represents restricted phantom units allocated to the reporting person's deferred compensation account, including distribution equivalent rights 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 under the StoneMor Partners L.P. Long-Term Incentive Plan, as amended.
(7)	On February 28, 2019, the restricted phantom units were credited to the reporting person's deferred compensation account in lieu of payment to the reporting person of a portion of his annual director's retainer fee. This crediting was delayed by the Compensation Committee's exercise of its discretion to defer such crediting because the issuer's Registration Statement on Form S-8 covering the issuance of the distribution equivalent rights was not available due to the issuer's failure to file certain reports required to be filed with the Securities and Exchange Commission.
(8)	(Continued form footnote 7) 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.
(9)	The reporting person received these restricted phantom units pursuant to the StoneMor Partners L.P. 2014 Long-Term Incentive Plan in lieu of payment to the reporting person of $5,000 which represents a portion of his annual director's retainer fee.
(10)	Reflects the closing price of the issuer's common units as reported by the New York Stock Exchange on the trading day immediately preceding the date on which the restricted phantom units would have been credited to the reporting person's deferred compensation account had the Compensation Committee not elected to exercise its discretion to defer such crediting.
(11)	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.

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