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^*

Mangrove Partners Master Fund, Ltd.

(Last)

(First)

(Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN

KY1-1104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2019

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

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Series A Preferred Units	⁽¹⁾	⁽¹⁾	Common Units	1,323,806	⁽¹⁾	I	By MPF InvestCo 6, LLC⁽⁵⁾⁽¹¹⁾
Series A Preferred Units	⁽¹⁾	⁽¹⁾	Common Units	540,438	⁽¹⁾	I	By MPF InvestCo 7, LLC⁽⁶⁾⁽¹¹⁾
Series A Preferred Units	⁽¹⁾	⁽¹⁾	Common Units	1,441,276	⁽¹⁾	I	By MPF InvestCo 8, LLC⁽⁷⁾⁽¹¹⁾
Series A Preferred Units	⁽¹⁾	⁽¹⁾	Common Units	1,828,929	⁽¹⁾	I	By The Mangrove Partners Fund, L.P.⁽⁸⁾⁽¹¹⁾
Series A Preferred Units	⁽¹⁾	⁽¹⁾	Common Units	5,160,383	⁽¹⁾	I	By The Mangrove Partners Fund (Cayman Partnership), L.P.⁽⁹⁾⁽¹¹⁾
Cash-Settled Total Return Swap (obligation to buy)	⁽²⁾⁽⁴⁾	07/22/2022	Common Units	2,369,877	⁽²⁾⁽⁴⁾	D⁽¹⁰⁾⁽¹¹⁾
Cash-Settled Total Return Swap (obligation to buy)	⁽³⁾⁽⁴⁾	05/30/2022	Common Units	48,893	⁽³⁾⁽⁴⁾	D⁽¹⁰⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

Mangrove Partners Master Fund, Ltd.

(Last)

(First)

(Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund (Cayman Drawdown), L.P.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners i-Feeder 1, Ltd.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 308, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund (Cayman), Ltd.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund, L.P.

(Last)

(First)

(Middle)

645 MADISON AVENUE

14TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund (Cayman Partnership), L.P.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MANGROVE PARTNERS

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES, LTD.

P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AUGUST NATHANIEL H.

(Last)

(First)

(Middle)

645 MADISON AVENUE

14TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. Each Series A Preferred Unit ("Preferred Unit") is convertible into one common unit representing a limited partnership unit of the Issuer ("Common Unit") (i) at the option of the holder thereof beginning on the 10th day following the completion of the Rights Offering (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership, dated as of June 27, 2019 (the "LPA")) and (ii) automatically upon the consummation of the C-Corporation Conversion (as defined in the LPA). The Series A Preferred Units do not have an expiration date.

2. 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.

3. 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.

4. The swaps provide Master Fund with economic exposure to the Common Units referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Units increases, and benefitting counterparty if the price of the Common Units 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.

5. The Mangrove Partners Fund (Cayman Drawdown), L.P. wholly owns MPF InvestCo 6, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners Fund (Cayman Drawdown), L.P.

6. The Mangrove Partners i-Feeder 1, Ltd. wholly owns MPF InvestCo 7, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners i-Feeder 1, Ltd.

7. The Mangrove Partners Fund (Cayman), Ltd. wholly owns MPF InvestCo 8, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners Fund (Cayman), Ltd.

8. The Mangrove Partners Fund, L.P. is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners Fund, L.P.

9. The Mangrove Partners Fund (Cayman Partnership), L.P. is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners Fund (Cayman Partnership), L.P.

10. Mangrove Partners serves as investment manager of Master Fund.

11. Master Fund, Mangrove Partners 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.

	The Mangrove Partners Master Fund, Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners Fund (Cayman Drawdown), L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners i-Feeder 1, Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners Fund (Cayman), Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners Fund, L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	The Mangrove Partners Fund (Cayman Partnership), L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director	01/03/2020
	Mangrove Partners, By: /s/ Nathaniel H. August, Director	01/03/2020
	/s/ Nathaniel H. August	01/03/2020
	** 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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