SERVICE CORP INTERNATIONAL — Director's Dealing 2016

Nov 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SERVICE CORPORATION INTERNATIONAL (SCI)
CIK: 0000089089
Period of Report: 2016-11-03

Reporting Person: WALTRIP W BLAIR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-03	Common Stock	S	4000	$25.28	Disposed	41177	Indirect
2016-11-03	Common Stock	S	800	$25.2885	Disposed	12460	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	701409	Direct
Common Stock	212000	Indirect
Common Stock	40000	Indirect
Common Stock	367150	Indirect
Common Stock	152204	Indirect
Common Stock	101234	Indirect
Common Stock	994	Indirect

Footnotes

F1: The shares were sold by the John B. McGee and Wanda A. McGee Irrevocable Trusts in multiple transactions at prices ranging from $25.26 to $25.29. The 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 price. The shares beneficially owned following the reported transactions are also held by the John B. McGee and Wanda A. McGee Irrevocable Trusts. Mr. Waltrip expressly disclaims beneficial ownership of such shares.

F2: The shares were sold by the William Blair Waltrip Children's Trusts of 1985 as follows: 700 shares at $25.2875 per share and 100 shares at $25.2950 per share. The sale price reported in the table is the weighted average sale price. The shares beneficially owned following the reported transactions are also held by the William Blair Waltrip Children's Trusts of 1985 and Mr. Waltrip expressly disclaims beneficial ownership of such shares.

F3: The shares are held by one of the Robert L. and Claire H. Waltrip Children's Trusts, of which Mr. Waltrip is sole trustee and beneficiary.

F4: The shares are held by the Waltrip 1997 Grandchildren's Trust. Mr. Waltrip expressly disclaims beneficial ownership of the indicated shares.

F5: The shares are held by three Wanda McGee 1972 Trusts. Mr. Waltrip expressly disclaims beneficial ownership of 2/3 of the indicated shares.

F6: The shares are held by the Robet L. Waltrip Family Trust. Mr. Waltrip expressly disclaims beneficial ownership of 2/3 of the indicated shares.

F7: The shares are held by Mr. Waltrip as custodian for three of his children under the Texas UGMA and Mr. Waltrip expressly disclaims beneficial ownership of such shares.