0001140361-20-000120.txt : 20200103
0001140361-20-000120.hdr.sgml : 20200103
20200103101310
ACCESSION NUMBER: 0001140361-20-000120
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191231
FILED AS OF DATE: 20200103
DATE AS OF CHANGE: 20200103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mangrove Partners Master Fund, Ltd.
CENTRAL INDEX KEY: 0001569227
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39172
FILM NUMBER: 20503623
BUSINESS ADDRESS:
STREET 1: MAPLES CORP. SVCS, PO BOX 309
STREET 2: UGLAND HOUSE, S. CHURCH STREET
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 2128979537
MAIL ADDRESS:
STREET 1: 645 MADISON AVE, 14 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MANGROVE PARTNERS
CENTRAL INDEX KEY: 0001535392
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39172
FILM NUMBER: 20503624
BUSINESS ADDRESS:
STREET 1: 645 MADISON AVENUE, 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-897-9535
MAIL ADDRESS:
STREET 1: 645 MADISON AVENUE, 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AUGUST NATHANIEL H.
CENTRAL INDEX KEY: 0001535393
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39172
FILM NUMBER: 20503625
MAIL ADDRESS:
STREET 1: 10 EAST 53RD STREET, 31ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Stonemor Inc.
CENTRAL INDEX KEY: 0001753886
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3600 HORIZON BOULEVARD
CITY: TREVOSE
STATE: PA
ZIP: 19053
BUSINESS PHONE: (215) 826-2800
MAIL ADDRESS:
STREET 1: 3600 HORIZON BOULEVARD
CITY: TREVOSE
STATE: PA
ZIP: 19053
FORMER COMPANY:
FORMER CONFORMED NAME: Stonemor GP LLC
DATE OF NAME CHANGE: 20180921
3
1
form3.xml
X0206
3
2019-12-31
0
0001753886
Stonemor Inc.
STON
0001569227
Mangrove Partners Master Fund, Ltd.
MAPLES CORP. SVCS, PO BOX 309
UGLAND HOUSE, S. CHURCH STREET
GEORGE TOWN
E9
KY1-1104
CAYMAN ISLANDS
true
0001535392
MANGROVE PARTNERS
MAPLES CORP. SVCS, PO BOX 309
UGLAND HOUSE, S. CHURCH STREET
GEORGE TOWN
E9
KY1-1104
CAYMAN ISLANDS
true
0001535393
AUGUST NATHANIEL H.
645 MADISON AVENUE
14TH FLOOR
NEW YORK
NY
10022
true
Common Stock
10294832
D
Cash-Settled Total Return Swap (obligation to buy)
2022-07-22
Common Stock
2369877
D
Cash-Settled Total Return Swap (obligation to buy)
2022-05-30
Common Stock
48893
D
These cash-settled total return swaps were entered into by The Mangrove Partners Master Fund, Ltd. ("Master Fund") between July 20, 2017 and May 24, 2019, with Morgan Stanley Capital Services LLC as the counterparty and at prices between $2.0669 and $7.5468. The swaps can be settled and closed at any time by Master Fund.
These cash-settled total return swaps were entered into by Master Fund between May 28, 2019 and June 17, 2019, with Barclays Bank PLC as the counterparty and at prices between $2.0029 and $2.586. The swaps can be settled and closed at any time by Master Fund.
The swaps provide Master Fund with economic exposure to the Common Stock (as defined in footnote 4 herein) referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Stock increases, and benefitting counterparty if the price of the Common Stock decreases. The swap does not provide Master Fund with the power to vote or direct the voting or dispose of, or to dispose or direct the disposition of, the Subject Securities, nor the right to acquire such power over the Subject Securities. The Reporting Persons expressly disclaim beneficial ownership of the Subject Securities.
The Subject Securities for these swaps were originally common units representing limited partnership units of StoneMor Partners L.P. ("Common Units"). Pursuant to the Merger and Reorganization Agreement and Plan of Merger dated as of September 27, 2018 (as amended to date, the "Merger Agreement"), by and among StoneMor Partners L.P., the Issuer and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each Common Unit underlying the swaps held by Master Fund converted into one share of common stock, par value $0.01 per share of the Issuer ("Common Stock").
Master Fund, Mangrove Partners, the investment manager of Master Fund, and Nathaniel H. August, the principal of Mangrove Partners, may be deemed to indirectly beneficially own the securities reported herein and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any.
Pursuant to the Merger Agreement, each Preferred Unit converted into one share of Common Stock. At the Effective Time, such shares of Common Stock are held directly by Master Fund.
The Mangrove Partners Master Fund, Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director
2020-01-03
Mangrove Partners, By: /s/ Nathaniel H. August, as Director
2020-01-03
/s/ Nathaniel H. August
2020-01-03