Edgar Filing: STONEMOR PARTNERS LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MDC IV Trust U/T/A November 30, 2010

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

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See footnote (4)

(Last)

(First)

(Middle)

950 TOWER LANE, SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2011

(Street)

FOSTER CITY, CA 94404

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	01/24/2011		J⁽¹⁾		2,119,891	D	$ 0	0	I	By CFSI
Common units representing limited partner interests	01/24/2011		J⁽¹⁾		1,801,908	A	$ 0	1,801,908	I	By Cornerstone Family Services LLC
Common units representing limited partner interests	01/24/2011		J⁽²⁾		1,801,908	D	$ 0	0	I	By Cornerstone Family Services LLC
Common units representing limited partner interests	01/24/2011		J⁽¹⁾⁽²⁾		1,784,203	A	$ 0	1,784,203	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common units representing limited partner interests	01/24/2011		J⁽¹⁾⁽²⁾		36,712	A	$ 0	36,712	D ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾
Common units representing limited partner interests	01/24/2011		J⁽¹⁾⁽²⁾		28,451	A	$ 0	28,451	D ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MDC IV Trust U/T/A November 30, 2010 950 TOWER LANE, SUITE 800 FOSTER CITY, CA 94404				See footnote (4)
MDC IV Associates Trust U/T/A November 30, 2010 950 TOWER LANE, SUITE 800 FOSTER CITY, CA 94404				See footnote (4)
Delta Fund Trust U/T/A November 30, 2010 950 TOWER LANE, SUITE 800 FOSTER CITY, CA 94404				See footnote (4)

Signatures

/s/ MDC IV Trust U/T/A November 30, 2010, by Wilmington Trust FSB, as Trustee, by Joseph H. Clark, Vice President		01/26/2011
^**Signature of Reporting Person		Date
/s/ MDC IV Associates Trust U/T/A November 30, 2010, by Wilmington Trust FSB, as Trustee, by Joseph H. Clark, Vice President		01/26/2011
^**Signature of Reporting Person		Date
/s/ Delta Trust U/T/A November 30, 2010, by Wilmington Trust FSB, as Trustee, by Joseph H. Clark, Vice President		01/26/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Pro rata distribution by CFSI LLC, a Delaware limited liability company ("CFSI"), of common units representing limited partner interests in StoneMor Partners L.P. ("StoneMor") to its members, including MDC IV Trust U/T/A November 30, 2010 ("MDC IV Trust"), MDC IV Associates Trust U/T/A November 30, 2010 ("MDC IVA Trust") and Delta Trust U/T/A November 30, 2010 ("Delta Trust" and collectively with MDC IV Trust and MDC IVA Trust, the "Trusts") and Cornerstone Family Services LLC, a Delaware limited liability company ("Cornerstone").
(2)	Pro rata distribution by Cornerstone of common units representing limited partner interests in StoneMor to its members, including the Trusts.
(3)	Voting and investment decisions for each of the Trusts are directed by Gen4 Trust Advisor LLC, a Delaware limited liability company (the "Trust Advisor"), of which Mr. Robert B. Hellman Jr. serves as the sole member and, in such capacity, has investment and voting control over the securities held by the Trusts. The Trust Advisor and Mr. Hellman file Section 16 reports separately from the Trusts.
(4)	The Trusts may be deemed to be a Section 13(d) group that beneficially owns greater than 10% of the outstanding common units representing limited partner interests of StoneMor.
(5)	The securities are held directly by MDC IV Trust. Of these securities, 206,987 common units were received by virtue of the distribution by CFSI and 1,577,216 common units were received by virtue of the distribution by Cornerstone.
(6)	The securities are held directly by MDC IVA Trust. Of these securities, 3,189 common units were received by virtue of the distribution by CFSI and 33,523 common units were received by virtue of the distribution by Cornerstone.
(7)	The securities are held directly by Delta Trust. Of these securities, 3,077 common units were received by virtue of the distribution by CFSI and 25,374 common units were received by virtue of the distribution by Cornerstone.

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