CARRIAGE SERVICES INC — Director's Dealing 2012

Nov 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2012-11-01

Reporting Person: Haigler Cliff (Director Financial Reporting)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	A	12000	$11.22	Acquired	12000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Performance Award	$11.50	A	25000	Acquired	2017-11-01	Common Stock (25000)	Direct

Footnotes

F1: 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 November 1, 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 November 1, 2013, then the vesting date of these awards will be November 1, 2013; provided that the Reporting Person has remained continuously employed by Carriage through such date.

F2: 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 $11.50 per share.