Edgar Filing: STONEMOR PARTNERS LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â MDC IV Trust U/T/A November 30, 2010

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2010

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

(Last)

(First)

(Middle)

950 TOWER LANE, SUITE 800

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See footnote (1)

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

(Street)

FOSTER CITY,Â CAÂ 94404

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partnership interests	2,119,891	I	By CFSI LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MDC IV Trust U/T/A November 30, 2010 950 TOWER LANE, SUITE 800 FOSTER CITY,Â CAÂ 94404	Â	Â	Â	See footnote (1)
MDC IV Associates Trust U/T/A November 30, 2010 950 TOWER LANE, SUITE 800 FOSTER CITY,Â CAÂ 94404	Â	Â	Â	See footnote (1)
Delta Fund Trust U/T/A November 30, 2010 950 TOWER LANE, SUITE 800 FOSTER CITY,Â CAÂ 94404	Â	Â	Â	See footnote (1)

Signatures

/s/ MDC IV Trust U/T/A November 30, 2010, by Wilmington Trust FSB, as Trustee, by Joseph H. Clark, Vice President		12/02/2010
^**Signature of Reporting Person		Date
/s/ MDC IV Associates Trust U/T/A November 30, 2010, by Wilmington Trust FSB, as Trustee, by Joseph H. Clark, Vice President		12/02/2010
^**Signature of Reporting Person		Date
/s/ Delta Fund Trust U/T/A November 30, 2010, by Wilmington Trust FSB, as Trustee, by Joseph H. Clark, Vice President		12/02/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The Reporting Persons may be deemed to be a Section 13(d) group that beneficially owns greater than 10% of the outstanding common units representing limited partnership interests of the Issuer.
(2)	The interests in StoneMor Partners L.P. reflected on this report are held directly by CFSI LLC, a Delaware limited liability company ("CFSI"). MDC IV Trust U/T/A November 30, 2010 ("MDC IV Trust"), MDC IV Associates Trust U/T/A November 30, 2010 ("MDC IVA Trust"), and Delta Fund Trust U/T/A November 30, 2010 ("Delta Trust" and, collectively with MDC IV Trust and MDC IVA Trust, the "Trusts") collectively control CFSI. The Trusts also collectively control Cornerstone Family Services LLC, a Delaware limited liability company ("Cornerstone"), which has an equity interest in CFSI. Voting and investment decisions for each of the Trusts are directed by Gen4 Trust Advisor LLC, a Delaware limited liability company (the "Trust Advisor") of which Mr. Robert B. Hellman Jr. serves as the sole member and, in such capacity, has investment and voting control over the shares held by the Trusts.
(3)	The Trust Advisor and Mr. Hellman file Section 16 reports separately from the Reporting Persons. Each of the Trusts disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

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