CARRIAGE SERVICES INC — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2012-12-20

Reporting Person: PAYNE MELVIN C (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock	M	3283	$5.70	Acquired	1402927	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-20	Stock Options	$5.7	M	3283	Disposed	2021-02-28	Common Stock (3283.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70000	Indirect
Common Stock	3518	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$4.78	2020-05-18	Common Stock (21200.0)	21200	Direct
Performance Award	$9.0	2017-08-02	Common Stock (400000.0)	400000	Direct

Footnotes

F1: 21,200 stock options issued on May 18, 2010 which vest one third over three years. 14,133 is vested as of the current date.

F2: Represents performance-based stock awards granted under the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan. The award will vest (if at all) on or before August 2, 2017 on the date on which the closing price of Carriage's Common Stock is greater than or equal to $21.50 for the third time, whether or not consecutive, within a period of 30 consecutive calendar days. If these conditions are satisfied on or prior to the first anniversary of the grant date, which is August 2, 2013, then the vesting date of these awards will be August 2, 2013; provided that the Reporting Person has remained continuously employed by Carriage through such date.

F3: The award represents the right of the Reporting Person to receive shares of Carriage Common Stock in exchange for payment of a purchase price equal to $9.00 per share.