SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Axelrod Andrew

(Last)

(First)

(Middle)

C/O AXAR CAPITAL MANAGEMENT, LP

402 W 13TH STREET, FLOOR 5

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Stonemor Inc. [ STON ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2022

4. If Amendment, Date of 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

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 Stock, par value $0.01 (Common Stock)	11/03/2022		A		88,633,045	D	$3.5⁽¹⁾	0	I	See footnote⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Swaps (obligation to buy)	⁽³⁾	11/03/2022		J/K			1,536,717	⁽³⁾	⁽³⁾	Common Stock	1,536,717	⁽³⁾	0	I	See footnote⁽²⁾
Restricted Phantom Common Stock	⁽⁴⁾	11/03/2022		A			9,174.31	⁽⁴⁾	⁽⁴⁾	Common Stock	9,174.31	$3.5⁽⁴⁾	0	D

1. Name and Address of Reporting Person^*

Axelrod Andrew

(Last)

(First)

(Middle)

C/O AXAR CAPITAL MANAGEMENT, LP

402 W 13TH STREET, FLOOR 5

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AXAR CAPITAL MANAGEMENT L.P.

(Last)

(First)

(Middle)

402 W 13TH STREET, FLOOR 5

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Axar GP, LLC

(Last)

(First)

(Middle)

C/O AXAR CAPITAL MANAGEMENT, LP

402 W 13TH STREET, FLOOR 5

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on the date hereof (the "Schedule 13D/A"), on November 3, 2022, the Merger was consummated and all the shares of Common Stock held by the Reporting Persons were contributed pursuant to the terms of the Contribution Agreement. At the Effective Time, shareholders of the Issuer ceased to have any rights with respect to shares of the Common Stock, except their rights under the Merger Agreement. Capitalized terms used but not defined in this Form 4 shall have the meaning set forth in the Schedule 13D/A.

2. This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the securities held by certain funds and/or managed accounts (collectively, the "Axar Vehicles"). The Investment Manager serves as the investment manager of the Axar Vehicles. GP is the general partner of Investment Manager. Mr. Andrew Axelrod serves as the sole member of the GP.

3. Settlement of cash settled equity swaps with reference prices ranging from $3.1227 to $7.5565. The cash settled equity swaps were settled pursuant to their terms. The swaps were exercisable at any time and had an expiration date of June 20, 2025. The notional shares settled under the swap contract were settled at a settlement price of $3.50.

4. This award of restricted phantom Common Stock was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $32,110.09, representing the cash merger consideration.

Remarks:

Because Andrew Axelrod serves on the board of directors of the Issuer as a representative of the Reporting Persons, each of the Investment Manager and the GP is a director by deputization.

	AXAR CAPITAL MANAGEMENT, LP, By: Axar GP LLC, its general partner, By:/s/ Andrew Axelrod, its Sole Member	11/07/2022
	AXAR GP LLC, By: /s/ Andrew Axelrod, its Sole Member	11/07/2022
	/s/ Andrew Axelrod	11/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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SEC Form 4: Axelrod Andrew gave a grant of 88,633,045 shares