0001104659-19-057414.txt : 20191030 0001104659-19-057414.hdr.sgml : 20191030 20191029204057 ACCESSION NUMBER: 0001104659-19-057414 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191030 DATE AS OF CHANGE: 20191029 GROUP MEMBERS: OAKTREE CAPITAL GROUP, LLC GROUP MEMBERS: OAKTREE CAPITAL I, L.P. GROUP MEMBERS: OAKTREE FUND GP I, L.P. GROUP MEMBERS: OAKTREE HOLDINGS, INC. GROUP MEMBERS: OAKTREE HOLDINGS, LLC GROUP MEMBERS: OAKTREE VALUE EQUITY FUND GP LTD. GROUP MEMBERS: OAKTREE VALUE EQUITY FUND GP, L.P. GROUP MEMBERS: OAKTREE VALUE EQUITY HOLDINGS, L.P. GROUP MEMBERS: OCM HOLDINGS I, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80060 FILM NUMBER: 191177168 BUSINESS ADDRESS: STREET 1: 3600 HORIZON BOULEVARD STREET 2: SUITE 100 CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2158262800 MAIL ADDRESS: STREET 1: 3600 HORIZON BOULEVARD STREET 2: SUITE 100 CITY: TREVOSE STATE: PA ZIP: 19053 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 SC 13G 1 tv531364_sc13g.htm SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. __)*

 

StoneMor Partners L.P.
(Name of Issuer)
 
Common Units Representing Limited Partnership Interests
(Title of Class of Securities)
 
86183Q100
(CUSIP Number)
 
October 28, 2019
(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 2 of 19

 

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Value Equity Holdings, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% (2)

  
12

TYPE OF REPORTING PERSON

 

PN

  
         

 

 

(1) In its capacity as the direct owner of 3,950,660 common units representing limited partnership interests of the Issuer (“Units”).

 

(2) All calculations of percentage ownership herein are based on a total of 39,565,454 outstanding common units as of September 20, 2019, as reported by the Issuer in its Prospectus filed with the United States Securities and Exchange Commission (the “SEC”) on September 25, 2019 (the “Prospectus”).

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 3 of 19

 

  

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Value Equity Fund GP, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

PN

  
         

 

 

(1) Solely in its capacity as the general partner of Oaktree Value Equity Holdings, L.P.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 4 of 19

 

   

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Value Equity Fund GP Ltd.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

OO

  
         

 

 

(1) Solely in its capacity as the general partner of Oaktree Value Equity Fund GP, L.P.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 5 of 19

 

   

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Capital Management, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

PN

  
         

 

 

(1) Solely in its capacity as the sole director of Oaktree Value Equity Fund GP Ltd.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 6 of 19

 

  

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Holdings, Inc.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

CO

  
         

 

 

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 7 of 19

 

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Fund GP I, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

PN

  
         

 

 

(1) Solely in its capacity as the sole shareholder of Oaktree Value Equity Fund GP Ltd.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 8 of 19

 

  

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Capital I, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

PN

  
         

 

 

(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 9 of 19

 

  

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

OCM Holdings I, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

OO

  
         

 

 

(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 10 of 19

 

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Holdings, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

OO

  
         

 

 

(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 11 of 19

 

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Capital Group, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,950,660 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

3,950,660 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,950,660 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%

  
12

TYPE OF REPORTING PERSON

 

OO

  
         

 

 

(1) Solely in its capacity as the sole shareholder of Oaktree Holdings, Inc. and the managing member of Oaktree Holdings, LLC.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 12 of 19

 

   

ITEM 1. (a) Name of Issuer:
    StoneMor Partners L.P. (the “Issuer”)
     
  (b) Address of Issuer’s Principal Executive Offices:
   

3600 Horizon Boulevard,

Trevose, Pennsylvania, 19053

   
ITEM 2.

(a)

 

 -  (c) Name of Person Filing; Address of Principal Business Office; and Citizenship
   

This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement incorporated by reference to Exhibit 1:

 

(1) Oaktree Value Equity Holdings, L.P., a Delaware limited partnership (“VE Holdings”), in its capacity as the direct owner of 3,950,660 Units;

(2) Oaktree Value Equity Fund GP, L.P., a Cayman Islands exempted limited partnership (“VEF GP”), in its capacity as the general partner of VE Holdings;

(3) Oaktree Value Equity Fund GP Ltd., a Cayman Islands exempted company (“VEF Ltd.”), in its capacity as the general partner of VEF GP;

(4) Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of VEF Ltd.;

(5) Oaktree Holdings, Inc., a Delaware corporation (“Holdings”), in its capacity as the general partner of Management;

(6) Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as sole shareholder of VEF Ltd.;

(7) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;

(8) OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;

(9) Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”) in its capacity as the managing member of Holdings I; and

(10) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the sole shareholder of Holdings and the managing member of Holdings LLC.

 

The principal business address of each of the Reporting Persons is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

     
  (d) Title of Class of Securities:
   

 

Common Units Representing Limited Partnership Interests (“Common Units”)

     
  (e) CUSIP Number: 86183Q100

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 13 of 19

 

  

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
     
  (a) [__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
  (b) [__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
  (c) [__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
  (d) [__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
  (e) [__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
  (f) [__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
  (g) [__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
  (h) [__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
  (i) [__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
  (j) [__] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 14 of 19

 

  

ITEM 4. OWNERSHIP
   
 

The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.

 

VE Holdings is the direct owner of 3,950,660 Units, constituting approximately 9.99% of the Issuer’s outstanding Common Units, and has the sole power to vote and dispose of such securities.

 

VEF GP, in its capacity as the general partner of VE Holdings, has the ability to direct the management of the business of VE Holdings, including the power to vote and dispose of securities held by VE Holdings; therefore, VEF GP may be deemed to beneficially own the Units held by VE Holdings.

 

VEF Ltd., in its capacity as the general partner of VEF GP, has the ability to direct the management of VEF GP’s business, including the power to vote and dispose of securities held by VE Holdings; therefore, VEF Ltd. may be deemed to have indirect beneficial ownership of the Units held by VE Holdings.

 

Management, as the sole director of VEF Ltd., has the ability to direct the management of VEF Ltd., including the power to direct the decisions of VEF Ltd. regarding the vote and disposition of securities held by VE Holdings. Therefore, Management may be deemed to have indirect beneficial ownership of the Units held by VE Holdings.

 

Holdings, in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by each of VE Holdings. Therefore, Holdings may be deemed to have indirect beneficial ownership of the Units held by VE Holdings.

 

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 15 of 19

 

   

 

GP I, in its capacity as the sole shareholder of VEF Ltd., has the ability to appoint and remove the directors of VEF Ltd. and, as such, may indirectly control the decisions of VEF Ltd regarding the vote and disposition of securities held by VE Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Units held by VE Holdings.

 

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by VE Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Units held by VE Holdings.

 

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the voting and disposition of securities held by VE Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Units held by VE Holdings.

 

Holdings LLC, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the voting and disposition of securities held by VE Holdings; therefore, Holdings LLC may be deemed to have indirect beneficial ownership of the Units held by VE Holdings.

 

OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC’s business, including the power to direct the decisions of Holdings LLC regarding the vote and disposition of the Units held by VE Holdings. Additionally, OCG, in its capacity as the sole shareholder of Holdings, has the ability to appoint and remove directors of Holdings and, as such, may indirectly control the decisions of Holdings regarding the vote and disposition of securities held by VE Holdings. Therefore, OCG may be deemed to have indirect beneficial ownership of the Units held by VE Holdings. OCG is managed by its ten-member board of directors.

  

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the Units, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

All calculations of percentage ownership herein are based on a total of 39,565,454 common partnership units as of September 20, 2019, as disclosed on the Prospectus.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 16 of 19

 

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

 

   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.
   
ITEM 10. CERTIFICATIONS.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 17 of 19

 

  

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

 

Dated: October 29, 2019

 

  OAKTREE VALUE EQUITY HOLDINGS, L.P.  
       
  By: Oaktree Value Equity Fund GP, L.P.  
  Its: General Partner  
       
  By: Oaktree Value Equity Fund GP, Ltd.  
  Its: General Partner  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President  
       

 

  OAKTREE VALUE EQUITY FUND GP, L.P.  
       
  By: Oaktree Value Equity Fund GP, Ltd.  
  Its: General Partner  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President  
       
       
  OAKTREE VALUE EQUITY FUND GP LTD.  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President  

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 18 of 19

 

   

       
  OAKTREE CAPITAL MANAGEMENT, L.P.  
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President  
       
       
  OAKTREE HOLDINGS, INC.  
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President  

 

  OAKTREE FUND GP I, L.P.  
         
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Authorized Signatory  
       
       
  OAKTREE CAPITAL I, L.P.  
       
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President  
               

 

  OCM HOLDINGS I, LLC  
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President  

 

  OAKTREE HOLDINGS, LLC  
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President  

 

 

CUSIP No. 86183Q100SCHEDULE 13GPage 19 of 19

 

  

  OAKTREE CAPITAL GROUP, LLC  
       
  By: /s/ Jordan Mikes  
  Name: Jordan Mikes  
  Title: Senior Vice President