UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~report OF(Date ~~1934~~of earliest event reported): December 4, 2019

Date of Report (Date of earliest event reported): November 15, 2019


StoneMor Partners L.P.
(Exact name of Registrant as Specified in Its Charter)


Delaware		001-32270		80-0103159
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3600 Horizon Boulevard Trevose, Pennsylvania				19053
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (215) 826-2800

Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol		Name of each exchange on which registered
Common Units	STON		New York Stock Exchange

StoneMor Partners L.P.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-32270		80-0103159
(State or other jurisdictionof incorporation)		(Commissionfile number)		(I.R.S. EmployerIdentification No.)

3600 Horizon Boulevard Trevose, PA		19053
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 826-2800

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered Common Units STON New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~November 15~~December 4, 2019, StoneMor ~~Partners~~California LSubsidiary, Inc.P. (“and StoneMor” orCalifornia, Inc. (collectively, the “~~Partnership~~Company”), ~~issued~~both aof ~~press~~which ~~release~~are ~~announcing~~indirect ~~that~~ wholly-owned subsidiaries of StoneMor GPPartners, ~~LLC’s~~L.P. (the “GPPartnership”), ~~Registration~~entered ~~Statement~~into onan ~~Form~~Asset ~~S-4~~Sale ~~has~~Agreement ~~become~~(the ~~effective~~“Agreement”) ~~pursuant~~with toCarriage ~~the~~Funeral ~~rules~~Holdings, ~~and~~Inc. ~~regulations~~(“Buyer”) to sell substantially all of the ~~Securities~~assets ~~and~~of ~~Exchange~~Oakmont ~~Commission~~Memorial ~~(the~~Park, ~~“Commission”)~~Oakmont ~~as of~~Funeral ~~November 15~~Home, ~~2019~~Redwood Chapel, Inspiration Chapel and ~~that~~Oakmont ~~StoneMor~~Crematory ~~has~~located ~~filed~~in aCalifornia ~~definitive~~(the ~~proxy~~“Assets”). ~~statement/prospectus~~In ~~with~~consideration for the ~~Commission~~transfer ~~for~~of the ~~special~~Assets ~~meeting~~and in addition to the assumption of ~~its~~certain ~~unitholders~~liabilities pursuant to ~~vote~~the onAgreement, the ~~previously~~Buyer ~~announced~~will ~~merger~~pay ~~transaction between~~ the ~~Partnership~~Company ~~and~~an ~~GP.~~aggregate ~~A copy~~purchase price of ~~this~~$33.0 ~~press~~million. ~~release~~The isAgreement ~~furnished~~also asincludes ~~Exhibit~~various ~~99.1~~representations, towarranties, ~~this~~covenants, ~~report~~indemnification and isother ~~incorporated~~provisions ~~herein~~which byare ~~reference.~~customary for transactions of this nature.

The ~~information~~closing ~~in this Item 8.01, including Exhibit 99.1 incorporated by reference herein, is being furnished and shall not be deemed to be “filed” for the purposes~~ of ~~Section 18 of~~ the ~~Securities~~transaction ~~Exchange~~contemplated ~~Act~~by ~~of 1934, as amended (~~the ~~“Exchange Act”),~~Agreement oris ~~otherwise~~ subject to the ~~liabilities~~satisfaction of ~~that~~customary ~~Section,~~closing ~~nor shall it be incorporated by reference into any filing made by the Partnership pursuant to the Securities Act of 1933~~conditions, asincluding ~~amended,~~obtaining orall ~~the~~necessary ~~Exchange~~regulatory ~~Act,~~approvals. The ~~other~~Company ~~than~~anticipates tothat the ~~extent that~~transaction ~~such~~will ~~filing~~close ~~incorporates~~in ~~any~~early orJanuary ~~all of such information by express reference thereto.~~ 2020

~~Important~~The ~~Information~~foregoing ~~for~~summary ~~Investors~~is not intended to be complete and ~~Unitholders~~ is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.

~~This~~Item ~~communication~~7.01 ~~does~~Regulation ~~not~~FD ~~constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval~~Disclosure.

InOn ~~connection~~December ~~with the proposed rights offering~~4, ~~StoneMor Partners~~2019, ~~L.P. (“StoneMor” or~~ the “ Partnership”) ~~has~~issued ~~filed~~ a ~~registration~~press ~~statement~~release ~~and~~announcing ~~prospectus~~the ~~with~~execution of the ~~Securities~~Agreement ~~and~~discussed ~~Exchange~~in ~~Commission~~Item ~~(the “SEC”)~~1. ~~Any~~01. A ~~offer~~copy of ~~common~~the ~~units~~press ~~pursuant~~release tois ~~such~~furnished ~~rights~~as ~~offering~~Exhibit ~~will~~99.1 ~~be made solely pursuant~~ to ~~the prospectus~~this ~~for~~Current ~~the~~Report ~~rights~~on ~~offering~~Form 8-K and ~~following~~is ~~the~~incorporated ~~effectiveness~~herein ofby ~~such registration statement~~reference.

InThe ~~connection~~information ~~with~~in ~~the~~this ~~previously announced~~Item ~~C-Corporation Conversion~~7.01, ~~StoneMor~~including GPExhibit ~~LLC~~99.1 ~~(to~~incorporated beby ~~converted~~reference ~~into~~herein, ais ~~corporation~~being ~~named~~furnished ~~StoneMor~~and ~~Inc.~~shall ~~(“GP”))~~not ~~and~~be ~~StoneMor~~deemed ~~Partners~~to ~~L.P.~~be ~~(the~~ “~~Partnership~~filed”) ~~have~~for ~~jointly filed with~~ the ~~Securities~~purposes ~~and Exchange Commission (the “SEC”) a registration statement on Form S-4, which includes a prospectus~~ of GPSection ~~and~~18 ~~a proxy statement~~ of the ~~Partnership.~~Exchange ~~GP and the Partnership also plan to file other documents with the SEC regarding the proposed transaction. The registration statement has been declared effective by the SEC~~Act, ~~and~~or aotherwise ~~definitive~~subject ~~joint proxy statement/prospectus will be mailed~~ to the ~~unitholders~~liabilities of ~~the~~ ~~Partnership~~that ~~no later than November 15~~Section, ~~2019.~~nor ~~INVESTORS~~shall ~~AND~~it UNITHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED C-CORPORATION CONVERSION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED C-CORPORATION CONVERSION. Investors and unitholders will be ~~able~~incorporated toby ~~obtain~~reference ~~free~~into ~~copies~~any offiling ~~the~~made ~~joint~~by ~~proxy statement/prospectus and other documents containing important information about GP and~~ the Partnership ~~once such~~pursuant ~~documents~~to ~~are filed with~~ the ~~SEC,~~Securities ~~through~~Act ~~the~~of ~~website~~1933 ~~maintained~~or by the ~~SEC~~Securities ~~at http://www.sec.gov.~~Exchange ~~Copies~~Act of ~~the~~1934, ~~documents~~other ~~filed~~than ~~with~~to the ~~SEC~~extent bythat ~~the~~such ~~Partnership~~filing ~~will~~incorporates beany ~~available~~or ~~free~~all of ~~charge~~such oninformation ~~their internet website at www.stonemor.com or~~ by ~~contacting~~express ~~their~~reference ~~Investor Relations Department at (215) 826-4440~~thereto.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits:

Exhibit Number		Description
2.1*		Asset Sale Agreement dated as of December 4, 2019 by and among Carriage Funeral Holdings, Inc., StoneMor California Subsidiary, Inc. and StoneMor California, Inc.

99.1**		Press Release dated December 4, 2019.

Filed herewith. Exhibits and Schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Partnership will furnish copies of any such exhibits and schedules to the Securities and Exchange Commission upon request.

Furnished herewith.

Participants in the Solicitation

The Partnership, GP, and its directors and certain of its members and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of the Partnership in connection with the proposed transaction. Information about the directors and executive officers of GP is set forth in the Partnership’s Annual Report on Form 10-K which was filed with the SEC on April 3, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of these documents can be obtained using the contact information above.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements. For example, statements regarding future financial performance, future competitive positioning and business synergies, future acquisition cost savings, future market demand, future benefits to unitholders, future economic and industry conditions, the proposed merger (including its benefits, results, effects and timing) and whether and when the transactions contemplated by the merger and reorganization agreement will be consummated, are forward-looking statements within the meaning of federal securities laws. The Partnership and GP believe that their expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove to have been correct.

A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this communication. Such factors include, but are not limited to: the failure of the unitholders of the Partnership to approve the proposed reorganization; the risk that the conditions to the closing of the proposed transaction are not satisfied; the risk that regulatory approvals required for the proposed transaction are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; uncertainties as to the timing of the proposed transaction; competitive responses to the proposed transaction; the inability to obtain or delay in obtaining cost savings and synergies from the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the outcome of pending or potential litigation; the inability to retain key personnel; uncertainty of the expected financial performance of StoneMor Inc. following completion of the proposed transaction; and any changes in general economic and/or industry specific conditions.

The Partnership and GP caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in the Partnership’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s website, http://www.sec.gov. All subsequent written and oral forward-looking statements

concerning the Partnership, GP, the proposed transaction or other matters attributable to the Partnership, GP or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Each forward looking statement speaks only as of the date of the particular statement. Except as required by law, the Partnership and GP undertake no obligation to publicly update or revise any forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

ExhibitNumber		Description
99.1*		Press Release dated November 15, 2019.

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 15, 2019	STONEMOR PARTNERS L.P.
	By:	StoneMor GP LLC its general partner
	By:	/s/ Joseph M. Redling Joseph M. Redling President and Chief Executive Officer

STONEMOR PARTNERS L.P.


By:	StoneMor GP LLC
	its general partner

By:	/s/Jeffrey DiGiovanni
Name:	Jeffrey DiGiovanni
Title:	Senior Vice President and Chief Financial Officer

Date: December 4, 2019

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