4//SEC Filing
HELLMAN ROBERT B JR 4
Accession 0000899243-20-000129
CIK 0001753886other
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 5:58 PM ET
Size
12.5 KB
Accession
0000899243-20-000129
Insider Transaction Report
Form 4
Stonemor Inc.STON
HELLMAN ROBERT B JR
Director
Transactions
- Award
Common Stock
2019-12-31+4,539,544→ 4,539,544 total(indirect: By LLC) - Award
Common Stock
2019-12-31+41,567→ 41,567 total - Award
Common Stock
2019-12-31+2,364,162→ 2,364,162 total(indirect: By LLC)
Footnotes (7)
- [F1]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 "Partnership"), StoneMor GP LLC (now StoneMor Inc. ("StoneMor Inc.")) and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each common unit held by the reporting person converted into one share of common stock, par value $0.01 per share of StoneMor Inc. ("StoneMor Inc. Common Shares").
- [F2]Pursuant to Rule 12g-3(e), StoneMor Inc. is the successor issuer to the Partnership for purposes of Section 16.
- [F3]Pursuant to the Merger Agreement, immediately prior to the Effective Time, (a) StoneMor GP Holdings LLC ("GP Holdings") contributed to StoneMor GP LLC ("GP") 2,332,878 common units (the "GP Holdings Common Units") and immediately following receipt thereof, GP contributed the GP Holdings Common Units to StoneMor LP Holdings, LLC, ("LP Sub") and LP Sub was admitted as a limited partner of the Partnership; and (b) GP converted into StoneMor Inc. (the "Conversion"). GP Holdings received as a result of the Conversion and as consideration for the pre-closing transactions and the merger, 5,099,969 shares of StoneMor Inc.
- [F4](Continued from footnote 3) Common Stock, subject to adjustment pursuant to the Merger Agreement as if GP Holdings held 5,099,969 common units immediately prior to the Effective Time representing 2,332,878 GP Holdings' common units owned by LP Sub and the agreed upon valuation (in common units) of 2,767,091 common units in exchange for the governance and all economic and other rights associated with the general partnership interest held indirectly by GP Holdings immediately prior to the Conversion.
- [F5]GP Holdings is majority owned by a trust for the pecuniary benefit of American Cemeteries Infrastructure Investors, LLC ("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 Cemetery 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.
- [F6]The reporting person shares the power to vote or dispose of the shares of common stock held directly by GP Holdings and ACII and, therefore, may be deemed to have voting and investment power with respect to such common stock. The reporting person disclaims beneficial ownership of these shares of common stock except to the extent of his pecuniary interest therein.
- [F7]Represents the proportionate interest of ACII in 5,099,969 shares of StoneMor Inc. Common Stock held by GP Holdings. GP Holdings is majority-owned by a trust for the pecuniary benefit of ACII.
Documents
Issuer
Stonemor Inc.
CIK 0001753886
Entity typeother
Related Parties
1- filerCIK 0001168211
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 5:58 PM ET
- Size
- 12.5 KB