CARRIAGE SERVICES INC — Director's Dealing 2013

May 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2013-05-22

Reporting Person: SCOTT RICHARD WALDO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-22	Common Stock	A	4482	$16.73	Acquired	101781	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Award	$9.0	2017-08-02	Common Stock (80000.0)	80000	Direct

Footnotes

F1: Annual award pursuant to the Director Compensation Policy.

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.