SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PAYNE MELVIN C (Last) (First) (Middle) 3040 POST OAK BLVD SUITE 300 (Street) HOUSTON TX 77056 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CARRIAGE SERVICES INC [ CSV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/29/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	11/29/2021		G		1,100	D	$53.86	1,255,119	D
Common Stock	11/30/2021		G		3,075	D	$51.74	1,252,044	D
Common Stock	11/30/2021		M		81,000	A	$22.58	1,333,044	D
Common Stock	11/30/2021		F		54,227(1)	D	$51.74	1,278,817	D
Common Stock	11/30/2021		S		26,500(2)	D	$51.33	1,252,317	D
Common Stock	12/01/2021		S		273	D	$52.63	1,252,044	D
Common Stock	12/01/2021		G		1,000	D	$52.09	1,251,044	D
Common Stock								4,164	I	Melvin C. Payne, Jr. 2016 Annuity Trust
Common Stock								4,164	I	Karen P. Payne 2016 Annuity Trust
Common Stock								24,354	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	$22.58	11/30/2021		M			81,000	(3)	02/24/2022	Common Stock	81,000	$22.58	0	D
Stock Options	(4)							(4)	02/17/2031	Common Stock	150,000		150,000	D
Stock Options	$34.79							(5)	02/17/2031	Common Stock	150,000		150,000	D
Performance Award	(6)							(6)	12/31/2024	Common Stock	55,897		55,897	D
Stock Options	$25.43							(7)	02/14/2028	Common Stock	50,000		50,000	D
Stock Options	$26.54							(8)	03/21/2027	Common Stock	116,100		116,100	D
Stock Options	$20.06							(9)	02/23/2026	Common Stock	54,545		54,545	D

Explanation of Responses:

1. Represents shares withheld on 11/30/2021 to cover the option price and taxes associated with the exercise of stock options.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.88 to $51.79, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price.

3. Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 2/24/2016, 1/3 on 2/24/2017 and 1/3 on 2/24/2018. 81,000 options were exercised on 11/30/2021. These stock options expire on 2/24/2022.

4. Stock Options granted on 2/17/2021 pursuant to the Carriage Services, Inc. 2017 Omnibus Incentive Plan. 50,000 stock options would immediately vest upon the stock reaching a price of $55.39 per share and 100,000 stock options would immediately vest upon the stock reaching a price of $77.34 per share, as long as each price is reached for three consecutive trading days during the next 7 year period. These options expire on 2/17/2028.

5. Stock Options granted on 2/17/2021 pursuant to the Carriage Services, Inc. 2017 Omnibus Incentive Plan that will vest in equal 20% increments each year over the next five years. These options expire on 2/17/2031.

6. Represents performance awards, payable in shares on December 31, 2024 granted under the Carriage Services, Inc. 2017 Omnibus Incentive Plan. The award will vest (if at all) on December 31, 2024 provided that the Company's common stock reaches one of five pre-determined growth targets for a sustained period beginning on the grant date of May 19, 2020 and ending on December 31, 2024.

7. Stock Options granted pursuant to the Carriage Services, Inc. 2017 Omnibus Plan which vested 1/5 on 2/14/2019, 1/5 on 2/14/2020, 1/5 on 2/14/2021 and 1/5 will vest on 2/14/2022 and 2/14/2023. The options expire on 2/14/2028.

8. Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested 1/5 on 3/21/2018, 1/5 on 3/21/2019, 1/5 on 3/21/2020, 1/5 on 3/21/2021 and 1/5 will vest on 3/21/2022. These stock options expire on 3/21/2027.

9. Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested 1/5 on 2/23/2017, 1/5 on 2/23/2018, 1/5 on 2/23/2019, 1/5 on 2/23/2020 and 1/5 on 2/23/2021. These stock options expire on 2/23/2026.

Remarks:

	/s/ Melvin C. Payne	12/01/2021
	** Signature of Reporting Person	Date
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