SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Yost Timothy K.

(Last)

(First)

(Middle)

C/O STONEMOR PARTNERS L.P.

311 VETERANS HIGHWAY, SUITE B

(Street)

LEVITTOWN

19056

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2009

3. Issuer Name and Ticker or Trading Symbol
STONEMOR PARTNERS LP [ STON ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. If Amendment, Date of 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

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 partnership interests	3,900	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Phantom Units	⁽¹⁾	⁽¹⁾	common units	6,000	⁽¹⁾	D
Unit Appreciation Rights	⁽²⁾	⁽³⁾	common units	10,000	$24.14	D

Explanation of Responses:

1. On November 8, 2006, the reporting person was granted 12,000 restricted phantom units on a one-time basis pursuant to a Key Employee Restricted Phantom Unit Agreement (the "Key Employee Agreement"), dated November 8, 2006, under the StoneMor Partners L.P. Long-Term Incentive Plan, between the reporting person and StoneMor GP LLC, the general partner of and acting on behalf of StoneMor Partners L.P. (the "Issuer"), representing 12,000 performance vested units which vest pursuant to the formula set forth in the Key Employee Agreement. Each restricted phantom unit is the economic equivalent of one common unit representing limited partner interests of the Issuer. Restricted phantom units become payable, in cash or common units, at the election of the issuer, upon the full vesting of the restricted phantom units. The reporting person settled 6,000 performance units for 6,000 common units representing limited partner interests in the Issuer.

2. The reporting person was granted 10,000 Unit Appreciation Rights ("UARs") pursuant to a Unit Appreciation Rights Agreement (the "Agreement"), dated as of November 27, 2006, under the StoneMor Partners L.P. Long-Term Incentive Plan, between the reporting person and StoneMor GP LLC. All of the UARs granted pursuant to the Agreement are performance vested UARs, which vest pursuant to a formula set forth in the Agreement. The UARs may be exercised only after vesting and to the extent vested.

3. The UARs expire 5 years after the date of grant of November 27, 2006, provided that if the UARs have not fully vested at the end of such 5 year period, the 5 year period will automatically be extended for an additional 2 years.

Remarks:

Exhibit 24 - Power of Attorney 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.

	/s/ Shirley Herman, Attorney-in-Fact	11/12/2009
	** 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).
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