CARRIAGE SERVICES INC — Director's Dealing 2012

Sep 5, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2012-08-31

Reporting Person: Elliott Paul Donald (Regional Partner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Award	$9.00	2017-08-31	Common Stock (50000)		Direct

Footnotes

F1: Restricted Stock grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vest 1/3 on 08/31/2013, 1/3 on 08/31/2014 and 1/3 on 08/31/2015. Granted upon employment.

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 31, 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 31, 2013, then the vesting date of these awards will be August 31, 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 Services, Inc. Common Stock in exchange for payment of a purchase price equal to $9.00 per share.