UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 411, 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

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 1.01

Entry into a Material Definitive Agreement.

On December 411, 2019, ~~StoneMor~~in ~~California~~connection ~~Subsidiary,~~with ~~Inc.~~the ~~and~~settlement ~~StoneMor~~with ~~California,~~the ~~Inc.~~Securities ~~(collectively,~~and Exchange Commission (the “~~Company~~SEC”), ~~both~~described in Item 8.01 of ~~which~~this ~~are~~Current ~~indirect~~Report ~~wholly~~on Form 8-~~owned~~K ~~subsidiaries~~(the of“Settlement”), StoneMor Partners, L.P. (the “Partnership”), ~~entered~~Stonemor ~~into~~GP, anLLC, ~~Asset Sale Agreement~~ (the “~~Agreement~~General Partner”), ~~with~~StoneMor ~~Carriage~~GP ~~Funeral~~ Holdings LLC, ~~Inc.~~a ~~(“Buyer”)~~Delaware tolimited ~~sell~~liability ~~substantially~~company ~~all~~and of the ~~assets~~sole member of ~~Oakmont~~the ~~Memorial~~General ~~Park~~Partner (“GP Holdings”), ~~Oakmont~~and ~~Funeral~~Hans ~~Home~~Merger Sub, ~~Redwood Chapel~~LLC, ~~Inspiration~~a ~~Chapel~~Delaware ~~and~~limited ~~Oakmont~~liability ~~Crematory~~company ~~located~~and inwholly ~~California~~owned (subsidiary of the General Partner (“~~Assets~~Merger Sub”)., Inentered ~~consideration~~into ~~for~~an amendment (the ~~transfer~~“Third Amendment to Merger Agreement”) of the ~~Assets~~previously disclosed Merger and inReorganization ~~addition~~Agreement dated September 27, 2018 (as amended to date, the ~~assumption~~“Merger ofAgreement”). Pursuant ~~certain~~to ~~liabilities~~the ~~pursuant~~terms toof the Merger Agreement, among other things, the ~~Buyer~~General Partner will ~~pay~~convert from a Delaware limited liability company into a Delaware corporation to be named StoneMor Inc. (the “Company”) anand ~~aggregate~~Merger ~~purchase~~Sub ~~price~~will ofmerge ~~$33.0~~with ~~million.~~and ~~The~~into ~~Agreement~~the ~~also~~Partnership ~~includes~~(the ~~various~~“Merger”) ~~representations,~~with ~~warranties,~~the ~~covenants,~~Partnership ~~indemnification~~surviving and ~~other~~with ~~provisions~~the ~~which~~Company ~~are~~as ~~customary~~its ~~for~~sole ~~transactions~~general ofpartner ~~this~~(such ~~nature~~transaction, the “C-Corporation Conversion”).

~~The~~Pursuant ~~closing~~to of the ~~transaction~~Third ~~contemplated~~Amendment byto ~~the~~Merger Agreement, isthe ~~subject~~parties agreed to reduce the ~~satisfaction~~shares of ~~customary~~Common ~~closing~~Stock ~~conditions~~which GP Holdings will be entitled to receive in the Merger by a number equal to $250,000 ~~including~~divided ~~obtaining~~by ~~all~~the ~~necessary~~volume ~~regulatory~~weighted ~~approvals. The~~average ~~Company~~closing ~~anticipates~~price ~~that~~of the ~~transaction~~Partnership’s ~~will~~common ~~close~~units infor ~~early~~the ~~January~~ten ~~2020~~trading days ending on the first business day before closing of the Merger.

The foregoing summary of the Third Amendment to Merger Agreement is not intended to be complete and is qualified in its entirety by reference to the ~~Agreement,~~Third aAmendment ~~copy~~to ofMerger Agreement, which is ~~filed~~attached hereto as Exhibit 210.1 ~~to this Current Report on Form 8-K~~ and is incorporated herein by reference ~~herein~~.

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

On December 411, 2019, the Partnership ~~issued~~and athe ~~press~~General ~~release~~Partner ~~announcing~~entered into the ~~execution~~Settlement with the SEC with respect to alleged violations of the ~~Agreement~~reporting, ~~discussed~~books inand ~~Item~~records, 1internal accounting controls and related provisions of the federal securities laws that occurred prior to 2017 under the Partnership’s former management team.~~01.~~ Pursuant to the terms of the Settlement, which resolved the matters that were the subject of the previously reported investigation by the SEC’s Enforcement Division, and without admitting or denying the findings in the Settlement: (i) the Partnership and the General Partner consented to a cease and desist order with respect to violations of Sections 13(a), 13(b)(2)(A) ~~copy~~and 13(b)(2)(B) of the ~~press~~Securities ~~release~~Exchange isAct ~~furnished~~of 1934, as ~~Exhibit~~amended, ~~99.1~~and the regulations promulgated thereunder, and (ii) the General Partner agreed to ~~this~~pay ~~Current~~a ~~Report~~civil onpenalty ~~Form~~of ~~8-K~~$250,000, ~~and~~which iswill ~~incorporated~~be ~~herein~~paid bywith ~~reference~~the proceeds of an intercompany loan.

The information in this Item 7.01, 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 Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing made by the Partnership pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, other than to the extent that such filing incorporates any or all of such information by express reference 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.
10.1		Third Amendment to Merger Agreement dated December 11, 2019 by and among StoneMor Partners L.P. Stonemor GP, LLC, StoneMor GP Holdings LLC and Hans Merger Sub, LLC.
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.

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.

STONEMOR PARTNERS L.P.


Date: December 12, 2019	STONEMOR PARTNERS L.P.

By:	StoneMor GP LLC
	its general partner

By:	/s/Austin K. So
Name:	Austin K. So
Title:	Senior Vice President, Chief Legal Officer & Secretary

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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