CUSIP No. 86183Q100

13G

Page 5 of 10 Pages

 

(a)

Name of Issuer

 

StoneMor Partners L.P.

 

 

(b)

Address of Issuer’s Principal Executive Offices

3600 Horizon Boulevard, Trevose, Pennsylvania, 19053

 

(a)

Name of Person Filing

Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the following persons (collectively, the “Reporting Persons”) hereby file this Schedule 13G Statement to report the shares of Common Units (as defined herein) held on behalf of each of Axar Master Fund, Ltd., a Cayman Islands exempted company, and a separately managed account: Axar Capital Management, LP a Delaware limited partnership; Axar GP, LLC, a Delaware limited liability company; and Andrew Axelrod.  Axar Capital Management, LP serves as investment advisor of each of Axar Master Fund, Ltd and the separately managed account.  Axar GP, LLC is the sole general partner of Axar Capital Management, LP.  Andrew Axelrod is the sole member of Axar GP, LLC and is the managing partner, portfolio manager and majority control person of Axar Capital Management, LP.  In such capacities, the Reporting Persons may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of the shares of Common Stock reported herein.  The Reporting Persons are filing this statement jointly, in accordance with Rule 13d-1(k) under the Act. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

 

 

(b)

Address of the Principal Office or, if none, residence

1330 Avenue of the Americas, Sixth Floor New York, NY  10019

 

 

(c)

Citizenship

Axar Capital Management, LP is a Delaware limited partnership.

Axar GP, LLC is a Delaware limited liability company.

Andrew Axelrod is a citizen of the United States of America.

 

 

(d)

Title of Class of Securities

Common Units Representing Limited Partnership Interests (“Common Units”)

 

 

(e)

CUSIP Number

86183Q100

 

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

 

(a)

 

Amount beneficially owned: 4,466,613 shares of Common Units, which amount includes 4,036,089 shares of Common Units held for the account of Axar Master Fund, Ltd. and 430,524 shares of Common Units held for the account of a separately managed account.

 

 

(b)

 

Percent of class: 11.8% (based on 37,957,482 shares of Common Units reported as outstanding as of August 24, 2017, according to the Issuer’s annual report on Form 10-K, filed September.)

 

 

(c)

 

Number of shares as to which the person has:  

 

 

 

 

(i)

Sole power to vote or to direct the vote : 0

 

 

 

 

(ii)

Shared power to vote or to direct the vote: 4,466,613

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of  0

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of  4,466,613

 

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

 

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.