Edgar Filing: CORNERSTONE FAMILY SERVICES LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MDC MANAGEMENT CO IV LLC

2. Issuer Name and Ticker or Trading Symbol
STONEMOR PARTNERS LP [STON]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

950 TOWER LANE, SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2007

(Street)

FOSTER CITY, CA 94404

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partnership interests	10/30/2007		C⁽¹⁾		1,059,945	A	$ 0 ⁽¹⁾	1,073,477	I	By CFSI LLC ⁽²⁾ ⁽³⁾
Common Units representing limited partnership interests	12/07/2007		J⁽⁴⁾		1,073,477	D	$ 0 ⁽⁴⁾	0	I	By CFSI LLC ⁽²⁾ ⁽³⁾
Common Units representing limited partnership interests	12/07/2007		J⁽⁵⁾		912,455	A	$ 0 ⁽⁵⁾	912,455	I	By Cornerstone Family Services LLC ⁽²⁾ ⁽³⁾
Common Units representing limited partnership interests	12/07/2007		J⁽⁶⁾		912,455	D	$ 0 ⁽⁶⁾	0	I	By Cornerstone Family Services LLC ⁽²⁾ ⁽³⁾
Common Units representing limited partnership interests	12/07/2007		J⁽⁷⁾		903,490	A	$ 0 ⁽⁷⁾	903,490	I	By Fund ⁽²⁾ ⁽³⁾ ⁽⁷⁾
Common Units representing limited partnership interests	12/07/2007		J⁽⁸⁾		18,590	A	$ 0 ⁽⁸⁾	18,590	I	By Fund ⁽²⁾ ⁽³⁾ ⁽⁸⁾
Common Units representing limited partnership interests	12/07/2007		J⁽⁹⁾		14,407	A	$ 0 ⁽⁹⁾	14,407	I	By Fund ⁽²⁾ ⁽³⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subordinated Units representing limited partnership interest

⁽¹⁰⁾

12/07/2007

C⁽¹⁾

1,059,945

⁽¹⁰⁾

Common Units representing limited partnership interest

1,059,945

$ 0 ⁽¹⁰⁾

3,179,837

By CFSI LLC ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MDC MANAGEMENT CO IV LLC 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404		X
De Leeuw David 950 TOWER LANE SUITE 800` FOSTER CITY, CA 94404		X
Delta Fund, LLC 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404		X
McCown De Leeuw & Co. IV Associates, L.P. 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404		X
McCown De Leeuw & Co. IV, L.P. 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404		X
CORNERSTONE FAMILY SERVICES LLC 155 RITTENHOUSE CIRCLE BRISTOL, PA 19007		X
Cornerstone Family Services, Inc. 155 RITTENHOUSE CIRCLE BRISTOL, PA 19007		X

Signatures

/s/ Robert J. Hellman, Jr., Managing Member		12/11/2007
^**Signature of Reporting Person		Date
David E. De Leeuw, by Pamela Swain, Attorney-In-Fact		12/11/2007
^**Signature of Reporting Person		Date
Delta Fund LLC, by Robert B. Hellman, Jr., Member		12/11/2007
^**Signature of Reporting Person		Date
McCown De Leeuw & Co. IV Associates, L.P., by MDC Management Co., IV, LLC, by Robert B. Hellman, Jr. Managing Member		12/11/2007
^**Signature of Reporting Person		Date
McCown De Leeuw & Co. IV, L.P., by MDC Management Co., IV, LLC, by Robert B. Hellman, Jr., Managing Member		12/11/2007
^**Signature of Reporting Person		Date
Cornerstone Family Services LLC, by Robert B. Hellman, Jr., Manager		12/11/2007
^**Signature of Reporting Person		Date
CSFI LLC, by Robert B. Hellman, Jr., Manager		12/11/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	CFSI LLC, a Delaware limited liability company ("CFSI"), converted 1,059,945 of its 4,239,782 subordinated units representing limited partner interests in StoneMor Partners L.P. ("StoneMor") into an equal number of common units representing limited partner interests in StoneMor pursuant to the terms of the First Amended and Restated Agreement of Limited Partnership of StoneMor, as amended (the "Partnership Agreement").
(2)	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. MDC Funds also collectively control Cornerstone Family Services LLC, a Delaware limited liability company ("Cornerstone"), that has an equity interest in CFSI. MDC Management Co. 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, Robert B. Hellman, Jr. and David E. De Leeuw are managing members of MDC Management and, as such, collectively control MDC Management. Messrs. Hellman, McCown and De Leeuw, collectively, have investment and voting control over the securities held by Delta.
(3)	Messrs. Hellman and McCown file Section 16 reports separately from the Reporting Persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(4)	Pro rata distribution by CFSI to its members.
(5)	Pro rata distribution from CFSI, of which Cornerstone is a member.
(6)	Pro rata distribution by Cornerstone to its members.
(7)	The securities are held directly by MDCIV. Consists of 104,815 common units acquired by MDCIV in the pro rata distribution from CFSI, of which MDCIV is a member, and 798,675 common units acquired by MDCIV in the pro rata distribution from Cornerstone, of which MDCIV is a member.
(8)	The securities are held directly by MDCIVA. Consists of 1,615 common units acquired by MDCIVA in the pro rata distribution from CFSI, of which MDCIVA is a member, and 16,975 common units acquired by MDCIVA in the pro rata distribution from Cornerstone, of which MDCIVA is a member.
(9)	The securities are held directly by Delta. Consists of 1,558 common units acquired by Delta in the pro rata distribution from CFSI, of which Delta is a member, and 12,849 common units acquired by Delta in the pro rata distribution from Cornerstone, of which Delta is a member.
(10)	Pursuant to the terms of the Partnership Agreement, each subordinated unit will convert into one common unit at the end of the subordination period, which will end once StoneMor meets the financial tests in 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, 2007 have been satisfied, 25% of the subordinated units were converted into an equal number of common units on October 30, 2007. Similarly, if those tests are also satisfied for any three consecutive four-quarter periods ending on or after September 30, 2008, an additional 25% of the subordinated units will convert into an equal number of common units. The second early conversion of subordinated units may not occur, however, until at least one year following the end of the period for the first early conversion of subordinated units.

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