FORM 4
[ X ] 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
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                      	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(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

MDC IV Trust U/T/A November 30, 2010	2. Issuer Name and Ticker or Trading Symbol

STONEMOR PARTNERS LP [ STON ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See footnote (2)	
(Last)          (First)          (Middle)

950 TOWER LANE, SUITE 800	3. Date of Earliest Transaction (MM/DD/YYYY)

2/9/2011		
(Street)

FOSTER CITY, CA 94404
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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				
Common units representing limited partner interests  	2/9/2011  	 	S	  	1784203  	D	$28.01  	0  	D   (1) (2) (3)	 	
Common units representing limited partner interests  	2/9/2011  	 	S	  	36712  	D	$28.01  	0  	D   (1) (2) (4)	 	
Common units representing limited partner interests  	2/9/2011  	 	S	  	28451  	D	$28.01  	0  	D   (1) (2) (5)	 	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	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 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					

Explanation of Responses:	
(  1) 	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 Trust U/T/A November 30, 2010 ("Delta Trust") are collectively referred to as the "Trusts." 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 securities held by the Trusts. The Trust Advisor and Mr. Hellman file Section 16 reports separately from the Trusts.	
(  2) 	Prior to the completion of the transactions reported herein, the Trusts may have been deemed to be a Section 13(d) group that beneficially owned greater than 10% of the outstanding common units representing limited partner interests of StoneMor.	
(  3) 	The securities were held directly by MDC IV Trust.	
(  4) 	The securities were held directly by MDC IVA Trust.	
(  5) 	The securities were held directly by Delta Trust.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
MDC IV Trust U/T/A November 30, 2010
950 TOWER LANE, SUITE 800
FOSTER CITY, CA 94404				See footnote (2)	
MDC IV Associates Trust U/T/A November 30, 2010
950 TOWER LANE, SUITE 800
FOSTER CITY, CA 94404				See footnote (2)	
Delta Fund Trust U/T/A November 30, 2010
950 TOWER LANE, SUITE 800
FOSTER CITY, CA 94404				See footnote (2)	

Signatures		
/s/ MDC IV Trust U/T/A November 30, 2010, by Wilmington Trust FSB, as Trustee, by Joseph H. Clark, Vice President		2/10/2011	
** 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		2/10/2011	
** Signature of Reporting Person		Date
	
/s/ Delta Trust U/T/A November 30, 2010, by Wilmington Trust FSB, as Trustee, by Joseph H. Clark, Vice President		2/10/2011	
** 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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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