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^*

Trost Keith Edward Jr

(Last)

(First)

(Middle)

C/O STONEMOR INC.

3331 STREET ROAD, SUITE 200

(Street)

BENSALEM

19020

(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)

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

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)

X	Form filed by One Reporting Person
	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	11/03/2022		D		65,331	D	$3.5	0	D

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)
Employee Stock Option (right to buy)	$1.71	11/03/2022		D			12,500	⁽¹⁾	12/03/2030	Common Stock	12,500	$1.79	0	D
Employee Stock Option (right to buy)	$1.71	11/03/2022		D			12,500	⁽²⁾	12/03/2030	Common Stock	12,500	⁽²⁾	0	D
Employee Stock Option (right to buy)	$1.2	11/03/2022		D			12,500	⁽³⁾	12/18/2029	Common Stock	12,500	$2.3	0	D
Employee Stock Option (right to buy)	$1.2	11/03/2022		D			12,500	⁽⁴⁾	12/18/2029	Common Stock	12,500	⁽⁴⁾	0	D

Explanation of Responses:

1. This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 3, 2020, was cancelled in the merger contemplated by an Agreement and Plan of Merger among Axar Cemetery Parent Corp. ("Axar"), StoneMor Inc. and Axar Cemetery Merger Corp. in exchange for a cash payment of $22,375, representing the difference between the exercise price of the option and the cash merger consideration per share.

2. This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 3, 2020, was assumed by Axar in the merger and replaced with a fully vested option to purchase 12,500 shares of Axar common stock for $1.71 per share.

3. This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 18, 2019, was cancelled in the merger in exchange for a cash payment of $28,750, representing the difference between the exercise price of the option and the cash merger consideration per share.

4. This option, which provided for vesting in equal annual installments over a three-year period, commencing on the first anniversary following the date of grant which was December 18, 2019, was assumed by Axar in the merger and replaced with a fully vested option to purchase 12,500 shares of Axar common stock for $1.20 per share

Remarks:

SVP of Corporate Development 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 owners of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.

	/s/ Shirley Herman, Attorney-in-Fact	11/04/2022
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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