SERVICE CORP INTERNATIONAL — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SERVICE CORPORATION INTERNATIONAL (SCI)
CIK: 0000089089
Period of Report: 2016-05-19

Reporting Person: WALTRIP R L (Director, Founder & Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	M	57667	$15.255	Acquired	826766	Direct
2016-05-19	Common Stock	M	64333	$17.405	Acquired	891099	Direct
2016-05-19	Common Stock	S	122000	$26.4317	Disposed	769099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Employee Stock Option (right to buy)	$15.255	M	57667	Disposed	2021-02-12	Common Stock (57667)	Direct
2016-05-19	Employee Stock Option (right to buy)	$17.405	M	64333	Disposed	2022-02-11	Common Stock (64333)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	460133	Indirect
Common Stock	367150	Indirect
Common Stock	101234	Indirect
Common Stock	50965	Indirect

Footnotes

F1: The shares were sold in multiple transactions ranging from $26.40 to 26.52 per share on 5/19/2016. The sale price 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.