SERVICE CORP INTERNATIONAL — Director's Dealing 2015

May 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SERVICE CORPORATION INTERNATIONAL (SCI)
CIK: 0000089089
Period of Report: 2015-05-06

Reporting Person: WALTRIP R L (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-06	Common Stock	M	40480	$9.085	Acquired	820585	Direct
2015-05-06	Common Stock	S	40480	$27.50	Disposed	780105	Direct
2015-05-07	Common Stock	M	26355	$9.085	Acquired	806460	Direct
2015-05-07	Common Stock	S	26355	$27.50	Disposed	780105	Direct
2015-05-07	Common Stock	M	33165	$11.175	Acquired	813270	Direct
2015-05-07	Common Stock	S	33165	$27.50	Disposed	780105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-06	Employee Stock Option (right to buy)	$9.085	M	40480	Disposed	2019-02-08	Common Stock (40480)	Direct
2015-05-07	Employee Stock Option (right to buy)	$9.085	M	26355	Disposed	2019-02-08	Common Stock (26355)	Direct
2015-05-07	Employee Stock Option (right to buy)	$11.175	M	33165	Disposed	2020-02-07	Common Stock (33165)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	460133	Indirect
Common Stock	367150	Indirect
Common Stock	101234	Indirect
Common Stock	51045	Indirect

Footnotes

F1: The shares were sold in multiple transactions ranging from $27.50 to $27.51 per share on 5/6/2015. The sale price on 5/6/2015 reported above is the weighted average sales prices. 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 are held in trusts under will of Wanda A. McGee.

F3: Beneficial ownership of the indicated shares is disclaimed.

F4: The indicated shares are held by three Wanda A. McGee 1972 Trusts.

F5: The indicated shares are held by the Robert L. Waltrip Family Trusts.