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 * HELLMAN ROBERT B JR   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) 950 TOWER LANE, SUITE 800 3. Date of Earliest Transaction (Month/Day/Year) 02/09/2011 (Street) FOSTER CITY, CA 94404 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 Common units representing limited partner interests 02/09/2011   S   1,784,203 D $ 28.01 0 I by MDC IV Trust U/T/A November 30, 2010 (1) (2) Common units representing limited partner interests 02/09/2011   S   36,712 D $ 28.01 0 I by MDC IV Associates Trust U/T/A November 30, 2010 (1) (3) Common units representing limited partner interests 02/09/2011   S   28,451 D $ 28.01 0 I by Delta Trust U/T/A November 30, 2010 (1) (4) Common units representing limited partner interests               5,000 D

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HELLMAN ROBERT B JR 950 TOWER LANE, SUITE 800 FOSTER CITY, CA 94404	X

Signatures

/s/ Robert B. Hellman, Jr.		02/10/2011
**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)	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 Trusts and the Trust Advisor file Section 16 reports separately from Mr. Hellman.
(2)	The securities were held directly by MDC IV Trust. Mr. Hellman is a beneficiary of MDC IV Trust and disclaims beneficial ownership over the securities sold by MDC IV Trust except to the extent of his proportionate pecuniary interest therein.
(3)	The securities were held directly by MDC IVA Trust. Mr. Hellman is a beneficiary of MDC IVA Trust and disclaims beneficial ownership over the securities sold by MDC IVA Trust except to the extent of his proportionate pecuniary interest therein.
(4)	The securities were held directly by Delta Trust. Mr. Hellman is a beneficiary of Delta Trust and disclaims beneficial ownership over the securities sold by Delta Trust except to the extent of his proportionate pecuniary interest therein.

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