|
CUSIP No. 86183Q 10 0
|
|
1.
|
Name of Reporting Persons.
Gen4 Trust Advisor LLC
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
Source of Funds (See Instructions)
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
|
6.
|
Citizenship or Place of Organization
DE
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7.
|
Sole Voting Power
1,849,366 (3)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
1,849,366 (3)
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,849,366 (3)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
11.9% (2)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
(1)
|
The filing parties for this Amendment No. 2 to Schedule 13D are: CFSI LLC, a Delaware limited liability company (“CFSI”), Cornerstone Family Services LLC, a Delaware limited liability company (“CFS”), MDC IV Trust U/T/A November 30, 2010, a trust formed under the laws of New York (“MDC IV Trust”), MDC IV Associates Trust U/T/A November 30, 2010, a trust formed under the laws of New York (“MDC IVA Trust”), Delta Trust U/T/A November 30, 2010, a trust formed under the laws of New York (“Delta Trust” and, collectively with MDC IV Trust and MDC IVA Trust, the “MDC Trusts”), Gen4 Trust Advisor LLC, a Delaware limited liability company (the “Trust Advisor”), and Robert B. Hellman, Jr.. The MDC Trusts, the Trust Advisor and Mr. Hellman may be deemed to be members of a group for purposes of this Schedule 13D; the remaining filing parties expressly disclaim membership in a group for purposes of this Schedule 13D. The MDC Trusts collectively control CFSI and CFS. The Trust Advisor controls the voting and dispositive decisions of the MDC Trusts. Mr. Hellman is the sole member of the Trust Advisor and, as such, controls the Trust Advisor.
|
|
(2)
|
Based on an aggregate of 15,579,035 Common Units outstanding as of January 26, 2011, as provided to the Filing Parties by the issuer.
|
|
(3)
|
The voting and investment decisions of the MDC Trusts are made by the Trust Advisor, which is controlled by Mr. Hellman. Therefore, the Trust Advisor and Mr. Hellman each may be deemed to beneficially own the common units representing limited partner interests (“Common Units”) held by the MDC Trusts.
|
|
(4)
|
Mr. Hellman owns 5,000 Common Units directly.
|
|
CUSIP No. 86183Q 10 0
|
|
1.
|
Name of Reporting Persons.
MDC IV Trust U/T/A November 30, 2010
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
Source of Funds (See Instructions)
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
|
6.
|
Citizenship or Place of Organization
DE
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7.
|
Sole Voting Power
1,784,203
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
1,784,203
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,784,203
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
11.5% (2)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
CUSIP No. 86183Q 10 0
|
|
1.
|
Name of Reporting Persons.
MDC IV Associates Trust U/T/A November 30, 2010
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
Source of Funds (See Instructions)
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
|
6.
|
Citizenship or Place of Organization
DE
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7.
|
Sole Voting Power
36,712
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
36,712
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
36,712
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.2% (2)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
CUSIP No. 86183Q 10 0
|
|
1.
|
Name of Reporting Persons.
Delta Trust U/T/A November 30, 2010
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
Source of Funds (See Instructions)
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
|
6.
|
Citizenship or Place of Organization
DE
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7.
|
Sole Voting Power
28,451
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
28,451
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
28,451
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.2% (2)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
CUSIP No. 86183Q 10 0
|
|
1.
|
Name of Reporting Persons.
Robert B. Hellman, Jr.
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
Source of Funds (See Instructions)
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
|
6.
|
Citizenship or Place of Organization
U.S.
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7.
|
Sole Voting Power
1,854,366 (3)(4)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
1,854,366 (3)(4)
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,854,366 (3)(4)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
11.9% (2)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
|
CUSIP No. 86183Q 10 0
|
|
1.
|
Name of Reporting Persons.
CFSI LLC
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) ý (1)
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
Source of Funds (See Instructions)
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
|
6.
|
Citizenship or Place of Organization
DE
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7.
|
Sole Voting Power
0
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
0
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
0
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
CUSIP No. 86183Q 10 0
|
|
1.
|
Name of Reporting Persons.
Cornerstone Family Services LLC
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) ý (1)
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
Source of Funds (See Instructions)
OO
|
||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
|
6.
|
Citizenship or Place of Organization
DE
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7.
|
Sole Voting Power
0
|
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
0
|
||
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
0
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
(a)
|
The class of equity securities to which this Schedule 13D relates is common units representing limited partner interests (“Common Units”) of StoneMor Partners L.P., a Delaware limited partnership (“StoneMor”).
|
|
Item 2.
|
Identity and Background
|
|
|
Item 2 is hereby amended and restated in its entirety as follows:
|
|
(a)
|
This Statement is filed by: CFSI LLC, a Delaware limited liability company (“CFSI”); Cornerstone Family Services LLC, a Delaware limited liability company (“CFS”); MDC IV Trust U/T/A November 30, 2010, a trust formed under the laws of New York (“MDC IV Trust”); MDC IV Associates Trust U/T/A November 30, 2010, a trust formed under the laws of New York (“MDC IVA Trust”); Delta Trust U/T/A November 30, 2010, a trust formed under the laws of New York (“Delta Trust” and, together with MDC IV Trust and MDC IVA Trust, the “MDC Trusts”); Gen4 Trust Advisor LLC, a Delaware limited liability company (the “Trust Advisor”); and Robert B. Hellman, Jr. (collectively, the “Filing Parties”).
|
|
(b)
|
The address of the principal place of business of each of the Filing Parties is as follows:
|
|
(c)
|
The principal business of each of CFSI and CFS is serving as a holding company for securities of StoneMor and StoneMor’s general partner. The principal occupation or business of the other Filing Parties is private equity investing and portfolio company management.
|
|
(d)
|
During the last five years, none of the Filing Parties or any of the Listed Persons (as defined below), to the knowledge of the Filing Parties, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During the last five years, none of the Filing Parties or any of the Listed Persons, to the knowledge of the Filing Parties, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in the Filing Party being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
|
(f)
|
Robert B. Hellman, Jr. is a United States citizen
|
|
|
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the general partners, executive officers, Board of Directors, Board of Managers and each person controlling the Filing Parties (collectively, the “Listed Persons”) required by Item 2 of Schedule 13D is provided on Schedule 1 and is incorporated by reference herein.
|
|
(a)
|
CFSI and CFS no longer hold any Common Units. As of the date hereof, MDC IV Trust directly holds 1,784,203 Common Units, or 11.5% of the issued and outstanding Common Units; MDC IVA Trust directly holds 36,712 Common Units, or 0.2% of the issued and outstanding Common Units; and Delta Trust directly holds 28,451 Common Units, or 0.2% of the issued and outstanding Common Units. The Trust Advisor is deemed to beneficially own the 1,849,366 Common Units, or 11.9% of the issued and outstanding Common Units, held directly by the MDC Trusts as a result of its direct control of the MDC Trusts. The Trust Advisor’s sole member, Mr. Hellman, is deemed to also beneficially own these Common Units as a result of his direct control of the Trust Advisor and indirect control of the MDC Trusts. Additionally, Mr. Hellman directly owns 5,000 Common Units and possesses sole power to vote and dispose of such Common Units, which, when combined with the Common Units held by the MDC Trusts, aggregates 1,854,366 Common Units, or 11.9% of the issued and outstanding Common Units.
|
|
Name
|
Sole Voting and
Dispositive Power |
Shared Voting and
Dispositive Power |
Total Common Units
Beneficially Onwed |
Percent of Class
|
|
|
Lawrence Miller
|
151,200
|
28,500
|
179,700
|
1.2%
|
|
|
William R. Shane
|
151,200
|
28,500
|
179,700
|
1.2%
|
|
|
Fenton R. Talbott
|
35,766
|
--
|
35,766
|
0.2%
|
|
|
Martin R. Lautman, Ph.D
|
114,839
|
--
|
114,839
|
0.7%
|
|
|
Paul Waimberg
|
9,671
|
--
|
9,671
|
0.1%
|
|
(b)
|
Voting and investment decisions for each of the MDC Trusts are directed by the Trust Advisor, and therefore the Trust Advisor may be deemed to beneficially own all Common Units beneficially owned by the MDC Trusts. Certain key voting and investment decisions are made by the sole member of Trust Advisor, Mr. Hellman. Mr. Hellman may therefore be deemed to have voting and dispositive power over such Common Units. In addition, Mr. Hellman has sole voting and dispositive power over his 5,000 Common Units.
|
|
(c)
|
Except as described herein, none of the Filing Parties has effected any transactions in the Common Units during the past 60 days.
|
|
(d)
|
Except as described herein, no other Filing Party is known by the Filing Parties to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Units beneficially owned by the Filing Parties.
|
|
(e)
|
Not applicable.
|
|
A.
|
Joint Filing Statement (filed herewith).
|
|
A.
|
Joint Filing Statement (filed herewith).
|