CARRIAGE SERVICES INC — Director's Dealing 2021

Dec 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2021-12-01

Reporting Person: Brink Carl Benjamin (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-01	Common Stock	M	17572	$22.58	Acquired	37186	Direct
2021-12-01	Common Stock	F	11500	$52.47	Disposed	25686	Direct
2021-12-03	Common Stock	S	2000	$52.84	Disposed	23686	Direct
2021-12-03	Common Stock	M	4428	$22.58	Acquired	28114	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-01	Stock Options	$22.58	M	17572	Disposed	2022-02-24	Common Stock (17572.0)	Direct
2021-12-03	Stock Options	$22.58	M	4428	Disposed	2022-02-24	Common Stock (4428.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4695	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Award	$	2024-12-31	Common Stock (13974.0)	13974	Direct
Stock Options	$34.79	2031-02-17	Common Stock (50000.0)	50000	Direct
Stock Options	$25.43	2028-02-14	Common Stock (15000.0)	15000	Direct
Stock Options	$26.54	2027-03-21	Common Stock (34900.0)	34900	Direct
Stock Options	$20.06	2026-02-23	Common Stock (10000.0)	10000	Direct

Footnotes

F1: Represents shares withheld on 12/1/2021 to cover the option price and taxes associated with the exercise of stock options.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.84 to $52.88, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

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 on 2/24/2017 and 1/3 on 2/24/2018. 17,572 options were exercised on 12/1/2021. 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 which vested 1/3 on 2/24/2016, 1/3 on 2/24/2017 and 1/3 on 2/24/2018. 4,428 options were exercised on 12/3/2021. These stock options expire on 02/24/2022.

F5: Represents performance awards, payable in shares on December 31, 2024 granted under the Carriage Services, Inc. 2017 Omnibus Incentive Plan. The award will vest (if at all) on December 31, 2024 provided that the Company's common stock reaches one of five pre-determined growth targets for a sustained period beginning on the grant date of May 19, 2020 and ending on December 31, 2024.

F6: Stock Options granted on 2/17/2021 pursuant to the Carriage Services, Inc. 2017 Omnibus Incentive Plan that will vest in equal 20% increments each year over the next five years. These options expire on 2/17/2031.

F7: Stock Options granted pursuant to the Carriage Services, Inc. 2017 Omnibus Plan which 1/5 vested each year on 2/14/2019, 2/14/2020 and 2/14/2021 and 1/5 will vest on 2/14/2022 and 2/14/2023. The options expire on 2/14/2028.

F8: Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested 1/5 each year on 3/21/2018, 3/21/2019, 3/21/2020 and 3/21/2021 and 1/5 will vest on 3/21/2022. These stock options expire on 3/21/2027.

F9: Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested 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.