SERVICE CORP INTERNATIONAL — Director's Dealing 2012

Aug 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SERVICE CORPORATION INTERNATIONAL (SCI)
CIK: 0000089089
Period of Report: 2012-08-16

Reporting Person: WEBB MICHAEL R (Exec. V.P./Chief Op. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-16	Common Stock	S	28754	$12.9203	Disposed	435832	Direct
2012-08-17	Common Stock	M	350000	$4.185	Acquired	785832	Direct
2012-08-17	Common Stock	S	421256	$12.9066	Disposed	364576	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-17	Employee Stock Option (right to buy)	$4.185	M	350000	Disposed	2017-02-10	Common Stock (350000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17555	Indirect
Common Stock	118200	Indirect

Footnotes

F1: The shares were sold in multiple transactions at prices ranging from $12.90 to $12.95 per share on 08/16/2012 and from $12.90 to $12.98 on 08/17/2012. Each sale price reported above is the weighted average sales price. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: The indicated shares were previously reported as shares owned directly by the reporting person.