CARRIAGE SERVICES INC — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARRIAGE SERVICES INC (CSV)
CIK: 0001016281
Period of Report: 2021-02-17

Reporting Person: PAYNE MELVIN C (Director, CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Stock Options	$	A	150000	Acquired	2031-02-17	Common Stock (150000.0)	Direct
2021-02-17	Stock Options	$34.79	A	150000	Acquired	2031-02-17	Common Stock (150000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1240347	Direct
Common Stock	24354	Indirect
Common Stock	4164	Indirect
Common Stock	4164	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (58500.0)	58500	Direct
Stock Options	$22.58	2022-02-24	Common Stock (100000.0)	100000	Direct

Footnotes

F1: 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 2/17/2031.

F2: 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.

F3: 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.

F4: Stock Options granted pursuant to the Carriage Services, Inc. 2017 Omnibus Plan which vested 1/5 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.

F5: 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 and 3/21/2020 and 1/5 will vest each year on 3/21/2021 and 3/21/2022. These stock options expire on 3/21/2027.

F6: 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 and 2/23/2020 and 1/5 will vest on 2/23/2021. These stock options expire on 2/23/2026.

F7: 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. These stock options expire on 2/24/2022.