UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2011

Carriage Services, Inc.

(Exact name of registrant as specified in is charter)

Delaware (State or other jurisdiction of incorporation)		1-11961 (Commission File Number)		76-0423828 (IRS Employer Identification No.)

3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code:
(713) 332-8400

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 8.01. OTHER EVENTS

     On May 24, 2011, Melvin C. Payne, President and Chief Executive Officer of Carriage Services, Inc., announced that he entered into a stock trading plan in accordance with Rule 10b5-1 (the “Plan”) of the Securities Exchange Act of 1934. Mr. Payne intends to sell $750,000 worth of Carriage Services, Inc. common stock during the period from May 24, 2011 through December 31, 2011. The transactions may take place from time-to-time, subject to certain Plan criteria, including certain minimum price levels and daily volume activity.

     A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated by this reference. The information being furnished under Item 9.01 Financial Statements and Exhibits, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits. The following exhibit is furnished as part of this current report on Form 8-K:

	99.1			Press Release dated May 24, 2011.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit				Description
	99.1			Press release dated May 24, 2011.

Exhibit 99.1

				Press Release
		Contacts:		Terry Sanford, EVP & CFO
FOR IMMEDIATE RELEASE				Carriage Services, Inc. 713-332-8400
		Investors:		Alexandra Tramont/Matt Steinberg
				FD
				(212) 850-5600

CARRIAGE SERVICES CHIEF EXECUTIVE OFFICER ADOPTS RULE 10b5-1 TRADING PLAN

     HOUSTON — May 24, 2011 — Carriage Services, Inc. (NYSE: CSV) announced today that Melvin C. Payne, Chief Executive Officer of Carriage Services, Inc., has entered into a stock trading plan in accordance with Rule 10b5-1 (the “Plan”) of the Securities Exchange Act of 1934.

     Rule 10b5-1 allows officers and directors of public companies, at a time when they are not aware of material nonpublic information, to adopt predetermined plans for selling shares of company stock. In accordance with 10b5-1 rules, the seller will have no discretion over the sale of shares under the plan.

     Mr. Payne’s Plan is intended to permit the orderly disposition of a portion of his holdings as part of his personal long-term financial plan for asset diversification, liquidity, and to repay bank loans that have been outstanding for several years. Under the terms of the Plan, Mr. Payne intends to sell $750,000 worth of shares of Carriage common stock through December 31, 2011. At today’s market price, that represents approximately 120,000 shares, or approximately 7% of Mr. Payne’s total current position in the Company’s shares and options. Following the completion of the Plan, Mr. Payne will continue to be one of the Company’s largest shareholders, holding approximately 9% of the Company’s common stock (including current options), not including any future grant of stock options or restricted shares pursuant to the company’s long term incentive programs for executive officers. Mr. Payne intends to remain as Chairman and Chief Executive Officer of Carriage and recently entered into a new three year employment contract. The transactions may take place from time-to-time on or after May 24, 2011, subject to certain Plan criteria, including certain minimum price levels and daily volume activity.

     No Carriage common stock has been sold to date pursuant the Plan. Any shares of Carriage common stock sold by Mr. Payne will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission.

     Carriage Services is a leading provider of deathcare services and merchandise in the United States. Carriage operates 151 funeral homes in 25 states and 33 cemeteries in 12 states.

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