CARRIAGE SERVICES INC — Director's Dealing 2016

Mar 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2016-03-29

Reporting Person: PAYNE MELVIN C (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-29	Common Stock	M	24135	$5.70	Acquired	1318526	Direct
2016-03-29	Common Stock	F	6502	$21.16	Disposed	1312024	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-29	Stock Options	$5.7	M	24135	Disposed	2021-02-28	Common Stock (24135.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3518	Indirect
Common Stock	80270	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$20.06	2026-02-23	Common Stock (58500.0)	58500	Direct
Performance Award	$	2020-12-31	Common Stock (17900.0)	17900	Direct
Stock Options	$22.58	2022-02-24	Common Stock (100000.0)	100000	Direct
Stock Options	$20.49	2019-03-03	Common Stock (100000.0)	100000	Direct
Stock Options	$16.73	2018-05-22	Common Stock (100000.0)	100000	Direct

Footnotes

F1: Represents the surrender of already-owned shares on March 29, 2016 to cover payment of option exercise price.

F2: Stock Options grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan of 44,702 options granted on 02/28/2011, all of which are vested. 3,283 options were exercised on 12/20/2012, 14,000 options were exercised on 11/06/2015 and 24,135 options were exercised on 3/29/16. These stock options expire on 02/28/2021.

F3: 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.

F4: 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.

F5: Stock Options granted pursuant to the Carriage Services, Inc. Second 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 2/24/2022.

F6: Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 3/3/2015, 1/3 on 3/3/2016 and 1/3 will vest on 3/3/2017. These stock options expire on 3/3/2019.

F7: Stock Options grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 05/22/2014, 1/3 on 05/22/2015 and 1/3 will vest on 05/22/2016. These stock options expire on 05/22/2018.