SERVICE CORP INTERNATIONAL — Director's Dealing 2012

Jul 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SERVICE CORPORATION INTERNATIONAL (SCI)
CIK: 0000089089
Period of Report: 2012-07-27

Reporting Person: WARING SUMNER J III (Sr. VP Major Mkt Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-27	Common Stock	M	53200	$8.24	Acquired	360616	Direct
2012-07-27	Common Stock	M	177300	$4.185	Acquired	537916	Direct
2012-07-27	Common Stock	S	230500	$12.8864	Disposed	307416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-27	Employee Stock Option (right to buy)	$8.24	M	53200	Disposed	2014-02-07	Common Stock (53200)	Direct
2012-07-27	Employee Stock Option (right to buy)	$4.185	M	177300	Disposed	2017-02-10	Common Stock (177300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1960	Indirect
Common Stock	6251	Indirect

Footnotes

F1: The shares were sold in multiple transactions at prices ranging from $12.70 to $13.01 per share. The $12.8864 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.