CARRIAGE SERVICES INC — Director's Dealing 2017

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2017-03-03

Reporting Person: PAYNE MELVIN C (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-03	Common Stock	F	5150	$25.78	Disposed	1230409	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3518	Indirect
Common Stock	25000	Indirect
Common Stock	25000	Indirect
Common Stock	90000	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
Stock Options	$5.7	2021-02-28	Common Stock (3284.0)	3284	Direct

Footnotes

F1: Represents shares withheld on March 3, 2017 to cover taxes associated with the vesting of shares of restricted stock granted on March 3, 2014.

F2: Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested 1/5 on 2/23/2017 and will vest 1/5 on 2/23/2018, 2/23/2019, 2/23/2020 and 2/23/2021. These stock options expire on 2/23/2026.

F3: 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.

F4: 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 on 2/24/2017 and 1/3 will vest on 2/24/2018. These stock options expire on 2/24/2022.

F5: 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 on 3/3/2017. These stock options expire on 3/3/2019.

F6: 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 on 05/22/2016. These stock options expire on 05/22/2018.

F7: 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, of which 14,900 options vested on 02/28/2012 and 3,283 were exercised on 12/20/2012, 14,901 options vested on 2/28/2013 and 14,000 were exercised on 11/06/2015 and 24,135 options were exercised on 3/29/16. These stock options expire on 02/28/2021.