Andrew Axelrod - Nov 3, 2022 Form 4 Insider Report for Stonemor Inc. (STON)

Signature
AXAR CAPITAL MANAGEMENT, LP, By: Axar GP LLC, its general partner, By:/s/ Andrew Axelrod, its Sole Member
Stock symbol
STON
Transactions as of
Nov 3, 2022
Transactions value $
-$310,247,768
Form type
4
Date filed
11/7/2022, 03:00 PM
Next filing
Aug 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STON Common Stock, par value $0.01 (Common Stock) Award -$310M -88.6M -100% $3.50 0 Nov 3, 2022 See footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction STON Equity Swaps (obligation to buy) Other -1.54M -100% 0 Nov 3, 2022 Common Stock 1.54M See footnote F2, F3
transaction STON Restricted Phantom Common Stock Award -$32.1K -9.17K -100% $3.50 0 Nov 3, 2022 Common Stock 9.17K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.