CARRIAGE SERVICES INC — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2016-02-23

Reporting Person: Brink Carl Benjamin (Principal Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-23	Stock Options	$20.44	A	10000	Acquired	2026-02-23	Common Stock (10000.0)	Direct
2016-02-23	Performance Award	$	A	3100	Acquired	2020-12-31	Common Stock (3100.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4799	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$22.58	2022-02-24	Common Stock (22000.0)	22000	Direct
Stock Options	$20.26	2019-02-25	Common Stock (12000.0)	12000	Direct
Stock Options	$16.73	2018-05-22	Common Stock (10000.0)	10000	Direct

Footnotes

F1: Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which will vest 1/5 each year on 2/23/2017, 2/23/2018, 2/23/2019, 2/23/2020 and 2/23/2021. These stock options expire on 2/23/2026.

F2: Represents performance-based awards, payable in shares, granted under the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan. The award will vest (if at all) on December 31, 2020 provided that certain criteria surrounding Adjusted Consolidated EBITDA (Adjusted Earnings Before Interest Tax Depreciation and Amortization) and Relative Shareholder Return performance is achieved and the Reporting Person has remained continuously employed by Carriage through such date. The Relative Shareholder Return performance represents 75% of the award and the Adjusted Consolidated EBITDA performance represents 25% of the award.

F3: Stock Option grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 2/24/2016, 1/3 will vest on 2/24/2017 and 1/3 on 2/24/2018. These stock options expire on 02/24/2022.

F4: Stock Option Grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan of 18,000 options granted on 02/25/2014, of which 6,000 options vested on 2/25/2015 and were exercised on 3/26/2015, 6,000 options vested on 2/25/2016 and 6,000 options will vest on 2/25/2017. These options expire on 02/25/2019.

F5: Stock Option Grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan of 15,000 options on 5/22/2013, of which 5,000 options vested on 5/22/2014 and were exercised on 3/26/2015, 5,000 vested on 5/22/2015 and 5,000 options will vest on 5/22/2016. The options expire on 5/22/2018.