0001209191-17-001641.txt : 20170104 0001209191-17-001641.hdr.sgml : 20170104 20170104212026 ACCESSION NUMBER: 0001209191-17-001641 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161230 FILED AS OF DATE: 20170104 DATE AS OF CHANGE: 20170104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STONEMOR PARTNERS LP CENTRAL INDEX KEY: 0001286131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 800103159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 311 VETERANS HIGHWAY STREET 2: SUITE B CITY: LEVITTOWN STATE: PA ZIP: 19056 BUSINESS PHONE: 2158262800 MAIL ADDRESS: STREET 1: 311 VETERANS HIGHWAY STREET 2: SUITE B CITY: LEVITTOWN STATE: PA ZIP: 19056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HELLMAN ROBERT B JR CENTRAL INDEX KEY: 0001168211 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 17508531 MAIL ADDRESS: STREET 1: C/O AMERICAN INFRASTRUCTURE MLP FUND STREET 2: 950 TOWER LANE, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-30 0 0001286131 STONEMOR PARTNERS LP STON 0001168211 HELLMAN ROBERT B JR 950 TOWER LANE, SUITE 800 FOSTER CITY CA 94404 1 0 0 0 Common units representing limited partner interests 2016-12-30 4 A 0 2076523 8.57 A 2076523 I By GP Holdings Common units representing limited partner interests 2017-01-03 4 P 0 1109 8.95 A 23611 D Common units representing limited partner interests 2285820 I By American Cemeteries Infrastructure Investors, LLC Preemptive Right (obligation to sell) 8.57 2016-12-30 4 A 0 512709 A 2016-12-30 2017-01-19 Common units representing limited partner interests 512709 512709 I By GP Holdings Represents the proportionate interest of American Cemeteries Infrastructure Investors, LLC ("ACII") 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 ACII (collectively, the "Transaction"). GP Holdings is majority owned by the above mentioned trust for the pecuniary benefit of ACII. ACII is managed by its manager, AIM Universal Holdings, LLC ("AUH"), and is owned by its members: American Infrastructure MLP Fund II, L.P. ("AIM II"), American Infrastructure MLP Founders Fund II, L.P. ("AIM FF II"), AIM II Delaware StoneMor, Inc. ("AIM II StoneMor") and AIM Cemetery Infrastructure, L.P. ("AIM Cemetery Infrastructure"). AIM II StoneMor is owned by American Infrastructure MLP Management II, L.L.C. ("AIM Management II") and AIM II Offshore, L.P. ("AIM II Offshore"). AIM Management II is the general partner of AIM II, AIM FFII and AIM II Offshore. AUH is the general partner of AIM Cemetary Infrastructure. The Reporting Person is a director of GP Holdings, a managing member of AIM Management II, the president of AIM II StoneMor and a member of AUH. The Reporting Person shares the power to vote or dispose of the common units held directly by GP Holdings and ACII and, therefore, may be deemed to have voting and investment power with respect to such common units. The Reporting Person disclaims beneficial ownership of these common units except to the extent of his pecuniary interest therein. These purchases were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 14, 2016. Each of the remaining members of GP Holdings has a preemptive right to purchase from ACII their respective pro rata share of the GP Holdings Units purchased by ACII in the Transaction, based on their respective ownership interests in GP Holdings prior to the Transaction. The purchase price of such GP Holdings Units upon exercise of the preemptive rights is the same purchase price paid for the GP Holdings Units by ACII in the Transaction (which translates to a price of $8.57 per underlying common unit of the Partnership). Represents ACII's proportionate interest in the aggregate number of common units underlying the preemptive rights. If all holders of preemptive rights exercise their preemptive rights in full, ACII's proportionate interest in the 2,332,878 common units held by GP Holdings will decline by 512,709 common units to 1,563,814 common units. 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/ Robert B. Hellman Jr. 2017-01-04