Carriage Services, Inc.
CARRIAGE SERVICES INC (Form: 4, Received: 03/14/2017 16:36:44)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Olaniyan Adeola
2. Issuer Name and Ticker or Trading Symbol

CARRIAGE SERVICES INC [ CSV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Principal Accounting Officer
(Last)          (First)          (Middle)

3040 POST OAK BLVD., SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2017
(Street)

HOUSTON, TX 77056
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/13/2017     M    3000   A $20.26   5846   D    
Common Stock   3/13/2017     M    780   A $20.06   6626   D    
Common Stock   3/13/2017     F    2879   (1) D $26.56   3747   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   $20.26   3/13/2017     M         3000      (2) 2/25/2019   Common Stock   3000.0   $0   0   D    
Stock Options   $20.06   3/13/2017     M         780      (3) 2/23/2026   Common Stock   780.0   $0   3120   D    
Performance Award     (4)                    (4) 12/31/2020   Common Stock   1200.0     1200   D    

Explanation of Responses:
( 1)  Represents the shares sold to cover payment of option exercise price for those options exercised on March 13, 2017.
( 2)  Stock Option grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan of 9,000 options on 2/25/2014, of which 3,000 vested on 2/25/2015 and were exercised on 11/14/2016, 3,000 vested on 2/25/2016 and were exercised on 11/14/2016 and 3,000 vested on 2/25/2017 and were exercised on 3/13/2017.
( 3)  Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan of 3,900 options of which 780 vested on 2/23/2017 and were exercised on 3/13/2017, 780 shares will vest each year on 2/23/2018, 2/23/2019, 2/23/2020 and 2/23/2021. These stock options expire on 2/23/2026.
( 4)  Represents performance-based awards, payable in shares, granted under the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan. The award will vest (if at all) on December 31, 2020 provided that certain criteria surrounding Adjusted Consolidated EBITDA (Adjusted Earnings Before Interest Tax Depreciation and Amortization) and Relative Shareholder Return performance is achieved and the Reporting Person has remained continuously employed by Carriage through such date. The Relative Shareholder Return performance represents 75% of the award and the Adjusted Consolidated EBITDA performance represents 25% of the award.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Olaniyan Adeola
3040 POST OAK BLVD.
SUITE 300
HOUSTON, TX 77056



Principal Accounting Officer

Signatures
/s/ Adeola Olaniyan 3/14/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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