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CUSIP No. 86183Q 10 0
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1.
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Name of Reporting Persons.
MDC IV Trust U/T/A November 30, 2010
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
NY
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 86183Q 10 0
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1.
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Name of Reporting Persons.
MDC IV Associates Trust U/T/A November 30, 2010
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
NY
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 86183Q 10 0
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1.
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Name of Reporting Persons.
Delta Trust U/T/A November 30, 2010
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
NY
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 86183Q 10 0
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1.
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Name of Reporting Persons.
Gen4 Trust Advisor LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
DE
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 86183Q 10 0
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1.
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Name of Reporting Persons.
Robert B. Hellman, Jr.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ý (1)
(b) o
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
U.S.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power
5,000 (2)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
5,000 (2)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,000 (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
0.03% (3)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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The filing parties for this Amendment No. 3 to Schedule 13D are: 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. Prior to the completion of the transactions described herein, the MDC Trusts, the Trust Advisor and Mr. Hellman may have been deemed to be members of a group for purposes of this Schedule 13D. 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.
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(2)
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Mr. Hellman owns 5,000 Common Units, as defined below, directly.
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(3)
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Based on an aggregate of 19,335,190 Common Units outstanding as of February 9, 2011, as provided to the Filing Parties by the Issuer.
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(a)
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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”).
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Item 2.
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Identity and Background
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(a)
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This Statement is filed by: 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”).
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(b)
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The address of the principal place of business of each of the Filing Parties is as follows:
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(c)
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The principal occupation or business of the Filing Parties is private equity investing and portfolio company management.
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(d)
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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).
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(e)
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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.
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(f)
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Robert B. Hellman, Jr. is a United States citizen.
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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.
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(a)
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The MDC Trusts no longer hold any Common Units. Mr. Hellman directly owns 5,000 Common Units, or 0.03% of the issued and outstanding Common Units, and possesses sole power to vote and dispose of such Common Units. Mr. Hellman’s beneficial ownership percentage was calculated by dividing the number of Common Units he beneficially owns by 19,335,190 outstanding Common Units as of February 9, 2011, as provided by the Issuer to the Filing Parties.
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(b)
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Mr. Hellman has sole voting and dispositive power over his 5,000 Common Units. The MDC Trusts and the Trust Advisor each have sole voting and dispositive power over no Common Units, and shared voting and dispositive power over no Common Units.
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(c)
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Except as described herein and as described in previously filed amendments to the Original Schedule 13D, none of the Filing Parties has effected any transactions in the Common Units during the past 60 days.
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(d)
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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.
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(e)
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The Trust Advisor, the MDC Trusts and Mr. Hellman each ceased to be the beneficial owners of more than five percent of the Common Units on February 9, 2011.
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A.
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Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., dated as of September 9, 2008 (incorporated by reference to Exhibit 3.1 of StoneMor’s Current Report on Form 8-K, filed with the SEC on September 15, 2008).
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B.
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Omnibus Agreement of StoneMor Partners L.P., CFSI, LLC, StoneMor GP LLC and certain other parties named therein (incorporated by reference to Exhibit 10.4 of StoneMor’s Quarterly Report on Form 10-Q for its quarterly period ended September 30, 2004 filed with the SEC on November 15, 2004).
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C.
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Amendment No. 1 to Omnibus Agreement of StoneMor Partners L.P., CFSI, LLC, StoneMor GP LLC and certain other parties named therein (incorporated by reference to Exhibit 10.1 of StoneMor’s Current Report on Form 8-K filed with the SEC on January 28, 2011).
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D.
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Underwriting Agreement, dated February 3, 2011, by and among StoneMor Partners L.P., the MDC Trusts and certain other parties named therein (incorporated by reference to Exhibit 1.1 of StoneMor’s Current Report on Form 8-K filed with the SEC on February 9, 2011).
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E.
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Joint Filing Statement (filed herewith).
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A.
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Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., dated as of September 9, 2008 (incorporated by reference to Exhibit 3.1 of StoneMor’s Current Report on Form 8-K, filed with the SEC on September 15, 2008).
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B.
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Omnibus Agreement of StoneMor Partners L.P., CFSI, LLC, StoneMor GP LLC and certain other parties named therein (incorporated by reference to Exhibit 10.4 of StoneMor’s Quarterly Report on Form 10-Q for its quarterly period ended September 30, 2004 filed with the SEC on November 15, 2004).
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C.
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Amendment No. 1 to Omnibus Agreement of StoneMor Partners L.P., CFSI, LLC, StoneMor GP LLC and certain other parties named therein (incorporated by reference to Exhibit 10.1 of StoneMor’s Current Report on Form 8-K filed with the SEC on January 28, 2011).
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D.
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Underwriting Agreement, dated February 3, 2011, by and among StoneMor Partners L.P., the MDC Trusts and certain other parties named therein (incorporated by reference to Exhibit 1.1 of StoneMor’s Current Report on Form 8-K filed with the SEC on February 9, 2011).
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E.
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Joint Filing Statement (filed herewith).
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