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: Phillips Shawn R (Regional Partner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-22	Stock Options	$16.73	A	25000	Acquired	2018-05-22	Common Stock (25000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	59802	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Award	$9.0	2017-08-02	Common Stock (50000.0)	50000	Direct
Stock Options	$5.94	2022-03-05	Common Stock (22674.0)	22674	Direct
Stock Options	$5.7	2021-02-28	Common Stock (17913.0)	17913	Direct
Stock Options	$4.78	2020-05-18	Common Stock (19283.0)	19283	Direct

Footnotes

F1: Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vest 1/3 on 05/22/2014, 1/3 on 05/22/2015 and 1/3 on 05/22/2016. These stock options expire on 05/22/2018.

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.

F4: Stock Options granted pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vest 1/3 on 03/05/2013, 1/3 on 03/05/2014 and 1/3 on 03/05/2015. These stock options expire on 03/05/2022.

F5: Stock Options granted pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vest 1/3 on 02/28/2012, 1/3 on 02/28/2013 and 1/3 on 02/28/2014. These stock options expire on 02/28/2021.

F6: Stock Options granted pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 05/18/2011, 1/3 on 05/18/2012 and 1/3 on 05/18/2013. These stock options expire on 05/18/2020.