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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Subordinated Units representing limited partnership interest
|
Â
(3)
|
Â
(3)
|
Common Units of limited partnership interests
|
2,119,891
|
$
0
(3)
|
I
|
By CFSI LLC
(1)
(2)
|
* |
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). |
(1) |
McCown De Leeuw & Co. IV, L.P., a California limited partnership ("MDCIV"), McCown De Leeuw & Co. IV Associates, L.P., a California limited partnership ("MDCIVA"), and Delta Fund LLC, a California limited liability company ("Delta", and, collectively with MDCIV and MDCIVA, "MDC Funds"), collectively control CFSI LLC, a Delaware limited liability company ("CFSI"). MDC Funds also collectively control Cornerstone Family Services LLC, a Delaware limited liability company ("Cornerstone"), that has an equity interest in CFSI. MDC Management Company IV, LLC, a California limited liability company ("MDC Management"), is the general partner of MDCIV and MDCIVA and, as such, controls MDCIV and MDCIVA. George E. McCown (the "Reporting Person"), Robert B. Hellman, Jr. and David E. De Leeuw are managing members of MDC Management and, as such, collectively control MDC Management. |
(2) |
The Reporting Person and Messrs. Hellman and De Leeuw, collectively, have investment and voting control over the securities held by Delta. CFSI, MDCIV, MDCIVA, Delta, Cornerstone, MDC Management, Mr. De Leeuw and Mr. Hellman file Section 16 reports separately from the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
(3) |
Each subordinated unit will convert into one common unit at the end of the subordination period, which will end once StoneMor Partners L.P. ("StoneMor") meets the financial tests in the First Amended and Restated Agreement of Limited Partnership of StoneMor, as amended (the "Partnership Agreement"), but it generally cannot end before September 30, 2009. Because the tests for ending the subordination period for any three consecutive four-quarter periods ending on or after September 30, 2008 have been satisfied, 25% of the subordinated units were converted into an equal number of common units on November 5, 2008. |