CARRIAGE SERVICES INC — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2017-02-24

Reporting Person: Olaniyan Adeola (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock	F	218	$26.55	Disposed	2846	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$20.26	2019-02-25	Common Stock (3000.0)	3000	Direct
Stock Options	$20.06	2026-02-23	Common Stock (3900.0)	3900	Direct
Performance Award	$	2020-12-31	Common Stock (1200.0)	1200	Direct

Footnotes

F1: Represents shares withheld on February 24, 2017 to cover taxes associated with the vesting of shares of restricted stock granted on February 24, 2015.

F2: Stock Option grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan of 9,000 options on 02/25/2014,of which 3,000 vested on 2/25/2015 and were exercised on 11/14/2016, 3,000 vested on 2/25/2016 and were exercised on 11/14/2016 and 3,000 vested on 2/25/2017. These stock options expire on 02/25/2019.

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.