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 *
POUND LEO J
  2. Issuer Name and Ticker or Trading Symbol
STONEMOR PARTNERS LP [STON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O STONEMOR PARTNERS L.P., 3600 HORIZON BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
(Street)

TREVOSE, PA 19053
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Distribution Equivalent Rights (1) (2) 02/28/2019   A   101.0135 (3)     (1)(2)   (1)(2) Common Units 101.0135 $ 0 2,862.0484 (4) D  
Restricted Phantom Units (5) (6) 02/28/2019   A   553.0973     (5)(6)   (5)(6) Common Units 553.0973 (7) $ 9.04 (8) 3,415.1457 (9) D  
Restricted Phantom Units (5) (6) 02/28/2019   A   819.6721     (5)(6)   (5)(6) Common Units 819.6721 (7) $ 6.1 (8) 4,234.8178 (9) D  
Restricted Phantom Units (5) (6) 02/28/2019   A   737.4631     (5)(6)   (5)(6) Common Units 737.4631 (7) $ 6.78 (8) 4,972.2809 (9) D  
Restricted Phantom Units (5) (6) 02/28/2019   A   741.8398     (5)(6)   (5)(6) Common Units 741.8398 (7) $ 6.74 (8) 5,714.1207 (9) D  
Restricted Phantom Units (5) (6) 02/28/2019   A   831.9468     (5)(6)   (5)(6) Common Units 831.9468 (7) $ 6.01 (8) 6,546.0675 (9) D  
Restricted Phantom Units (5) (6) 02/28/2019   A   1,096.4912     (5)(6)   (5)(6) Common Units 1,096.4912 (7) $ 4.56 (8) 7,642.5587 (9) D  
Restricted Phantom Units (5) (6) 02/28/2019   A   1,225.4902     (5)(6)   (5)(6) Common Units 1,225.4902 (7) $ 4.08 (8) 8,868.0489 (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
POUND LEO J
C/O STONEMOR PARTNERS L.P.
3600 HORIZON BOULEVARD
TREVOSE, PA 19053
  X      

Signatures

 /s/ Shirley Herman, Attorney-in-Fact   03/04/2019
**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) On February 28, 2019, the distribution equivalent rights were credited to the reporting person's deferred compensation account in the form of phantom units in respect of the cash distribution paid on common units of the issuer on May 15, 2017. This crediting was delayed by the Compensation Committee's exercise of its discretion to defer such crediting because the issuer's Registration Statement on Form S-8 covering the issuance of the distribution equivalent rights was not available due to the issuer's failure to file certain reports required to be filed with the Securities and Exchange Commission.
(2) (Continued from footnote 1) The distribution equivalent rights accrue on restricted phantom units representing limited partner interests and become payable, in cash or common units, at the election of the issuer, upon the separation of the reporting person from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended. Each distribution equivalent right is the economic equivalent of one common unit representing a limited partner interest.
(3) These distribution equivalent rights accrue under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan.
(4) Represents restricted phantom units allocated to the reporting person's deferred compensation account, including distribution equivalent rights credited to such person's deferred compensation account in the form of phantom units and accrued on all phantom units allocated or credited to such account under StoneMor Partners L.P. 2014 Long-Term Incentive Plan.
(5) On February 28, 2019, the restricted phantom units were credited to the reporting person's deferred compensation account in lieu of payment to the reporting person of a portion of his annual director's retainer fee. This crediting was delayed by the Compensation Committee's exercise of its discretion to defer such crediting because the issuer's Registration Statement on Form S-8 covering the issuance of the distribution equivalent rights was not available due to the issuer's failure to file certain reports required to be filed with the Securities and Exchange Commission. Each restricted phantom unit representing limited partner interests is the economic equivalent of one common unit representing limited partner interests.
(6) (continued from footnote 5) Restricted phantom units become payable, in cash or common units, at the election of the issuer, upon the separation of the reporting person from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended.
(7) The reporting person received these restricted phantom units pursuant to the StoneMor Partners L.P. 2014 Long-Term Incentive Plan in lieu of payment to the reporting person of $5,000 which represents a portion of his annual director's retainer fee.
(8) Reflects the closing price of the issuer's common units as reported by the New York Stock Exchange on the trading day immediately preceding the date on which the restricted phantom units would have been credited to the reporting person's deferred compensation account had the Compensation Committee not elected to exercise its discretion to defer such crediting.
(9) Represents restricted phantom units allocated to the reporting person's deferred compensation account, including distribution equivalent rights that accrued under StoneMor Partners L.P. 2014 Long-Term Incentive Plan and under StoneMor Partners L.P. Long-Term Incentive Plan, as amended, credited to such person's deferred compensation account in the form of phantom units and accrued on all phantom units allocated or credited to such account.
 
Remarks:
The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.

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