CARRIAGE SERVICES INC — Director's Dealing 2021

Dec 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2021-11-29

Reporting Person: PAYNE MELVIN C (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-29	Common Stock	G	1100	$53.86	Disposed	1255119	Direct
2021-11-30	Common Stock	G	3075	$51.74	Disposed	1252044	Direct
2021-11-30	Common Stock	M	81000	$22.58	Acquired	1333044	Direct
2021-11-30	Common Stock	F	54227	$51.74	Disposed	1278817	Direct
2021-11-30	Common Stock	S	26500	$51.33	Disposed	1252317	Direct
2021-12-01	Common Stock	S	273	$52.63	Disposed	1252044	Direct
2021-12-01	Common Stock	G	1000	$52.09	Disposed	1251044	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-30	Stock Options	$22.58	M	81000	Disposed	2022-02-24	Common Stock (81000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4164	Indirect
Common Stock	4164	Indirect
Common Stock	24354	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$	2031-02-17	Common Stock (150000.0)	150000	Direct
Stock Options	$34.79	2031-02-17	Common Stock (150000.0)	150000	Direct
Performance Award	$	2024-12-31	Common Stock (55897.0)	55897	Direct
Stock Options	$25.43	2028-02-14	Common Stock (50000.0)	50000	Direct
Stock Options	$26.54	2027-03-21	Common Stock (116100.0)	116100	Direct
Stock Options	$20.06	2026-02-23	Common Stock (54545.0)	54545	Direct

Footnotes

F1: Represents shares withheld on 11/30/2021 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 $50.88 to $51.79, 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, on request, full information regarding the number of shares sold at each separate price.

F3: 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 on 2/24/2018. 81,000 options were exercised on 11/30/2021. These stock options expire on 2/24/2022.

F4: Stock Options granted on 2/17/2021 pursuant to the Carriage Services, Inc. 2017 Omnibus Incentive Plan. 50,000 stock options would immediately vest upon the stock reaching a price of $55.39 per share and 100,000 stock options would immediately vest upon the stock reaching a price of $77.34 per share, as long as each price is reached for three consecutive trading days during the next 7 year period. These options expire on 2/17/2028.

F5: 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.

F6: 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.

F7: Stock Options granted pursuant to the Carriage Services, Inc. 2017 Omnibus Plan which vested 1/5 on 2/14/2019, 1/5 on 2/14/2020, 1/5 on 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 on 3/21/2018, 1/5 on 3/21/2019, 1/5 on 3/21/2020, 1/5 on 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 on 2/23/2017, 1/5 on 2/23/2018, 1/5 on 2/23/2019, 1/5 on 2/23/2020 and 1/5 on 2/23/2021. These stock options expire on 2/23/2026.