4//SEC Filing
Axelrod Andrew 4
Accession 0000902664-20-000011
CIK 0001753886other
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 4:17 PM ET
Size
16.1 KB
Accession
0000902664-20-000011
Insider Transaction Report
Form 4
Stonemor Inc.STON
Axar GP, LLC
Director10% OwnerOther
Transactions
- Award
Restricted Phantom Common Stock
2019-12-31+9,174.312→ 9,174.312 total→ Common Stock (9,174.312 underlying) - Award
Common Stock, par value $0.01 ("Common Stock")
2019-12-31+11,674,095→ 11,674,095 total(indirect: See footnotes) - Exercise/Conversion
Common Stock
2019-12-31+37,843,177→ 49,517,272 total(indirect: See footnotes)
Axelrod Andrew
Director10% Owner
Transactions
- Award
Common Stock, par value $0.01 ("Common Stock")
2019-12-31+11,674,095→ 11,674,095 total(indirect: See footnotes) - Exercise/Conversion
Common Stock
2019-12-31+37,843,177→ 49,517,272 total(indirect: See footnotes) - Award
Restricted Phantom Common Stock
2019-12-31+9,174.312→ 9,174.312 total→ Common Stock (9,174.312 underlying)
AXAR CAPITAL MANAGEMENT L.P.
Director10% OwnerOther
Transactions
- Award
Common Stock, par value $0.01 ("Common Stock")
2019-12-31+11,674,095→ 11,674,095 total(indirect: See footnotes) - Award
Restricted Phantom Common Stock
2019-12-31+9,174.312→ 9,174.312 total→ Common Stock (9,174.312 underlying) - Exercise/Conversion
Common Stock
2019-12-31+37,843,177→ 49,517,272 total(indirect: See footnotes)
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. ("StoneMor LP"), StoneMor GP LLC (now StoneMor Inc.) and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each Common Unit of StneMor LP held by the Reporting Persons converted into one share of common stock, par value $0.01 per share, of StoneMor Inc. ("Common Stock").
- [F2]Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, StoneMor Inc. is the successor issuer to StoneMor LP for purposes of Section 16.
- [F3]This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the securities held by certain funds and/or managed accounts (collectively, the "Axar Vehicles"). The Investment Manager serves as the investment manager of the Axar Vehicles. GP is the general partner of Investment Manager. Mr. Andrew Axelrod serves as the sole member of the GP.
- [F4]Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
- [F5]Pursuant to the terms of the Third Amended and Restated Agreement of Limited Partnership of StoneMor LP, dated as of June 27, 2019, at the Effective Time, each Series A Preferred Unit of StoneMor LP held by the Reporting Persons converted into one share of Common Stock.
- [F6]Each restricted phantom common stock is the economic equivalent of one share of Common Stock. Restricted phantom common stock become payable, in cash or shares of Common Stock, at the election of the issuer, upon the separation of Mr. Andrew Axelrod from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended.
- [F7]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding award of restricted phantom units originally granted to Mr. Andrew Axelrod pursuant to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan was assumed by StoneMor Inc. and converted into an award denominated in shares of restricted phantom common stock, par value $0.01 per share of StoneMor Inc. ("StoneMor Inc. Phantom Stock Award") equal to the number of restricted phantom units that were subject to such award of restricted phantom units prior to the Effective Time. Each StoneMor Inc. Phantom Stock Award is subject to the same terms and conditions as were applicable to such award of restricted phantom units immediately before the Effective Time.
Documents
Issuer
Stonemor Inc.
CIK 0001753886
Entity typeother
Related Parties
1- filerCIK 0001673921
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 4:17 PM ET
- Size
- 16.1 KB