CARRIAGE SERVICES INC — Director's Dealing 2018

Feb 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2018-02-26

Reporting Person: Olaniyan Adeola (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-26	Common Stock	F	328	$27.81	Disposed	3971	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$26.54	2027-03-21	Common Stock (5900.0)	5900	Direct
Performance Award	$	2021-12-31	Common Stock (1320.0)	1320	Direct
Stock Options	$20.06	2026-02-23	Common Stock (3120.0)	3120	Direct
Performance Award	$	2020-12-31	Common Stock (1200.0)	1200	Direct

Footnotes

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

F2: 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 3/21/2018, 3/21/2019, 3/21/2020, 3/21/2021 and 3/21/2022. These stock options expire on 3/21/2027.

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, 2021 provided that certain criteria surrounding Adjusted Consolidated EBITDA (Adjusted Earnings Before Interest Tax Depreciation and Amortization) and Adjusted Consolidated EBITDA Margin performance is achieved and the Reporting Person has remained continuously employed by Carriage through such date. The Adjusted Consolidated EBITDA performance represents 50% of the award and the Adjusted Consolidated EBITDA Margin performance represents 50% of the award.

F4: Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan of 3,900 of which 780 vested on 2/23/2017 and were exercised on 3/13/2017, 780 vested on 2/23/2018, 780 shares will vest each year on 2/23/2019, 2/23/2020 and 2/23/2021. These stock options expire on 2/23/2026.

F5: 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.