Statement of Changes in Beneficial Ownership (4)
December 03 2021 - 6:12PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Brink Carl Benjamin |
2. Issuer Name and Ticker or Trading Symbol
CARRIAGE SERVICES INC
[
CSV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer |
(Last)
(First)
(Middle)
3040 POST OAK BLVD., SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2021 |
(Street)
HOUSTON, TX 77056
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/1/2021 | | M | | 17572 | A | $22.58 | 37186 | D | |
Common Stock | 12/1/2021 | | F | | 11500 (1) | D | $52.47 | 25686 | D | |
Common Stock | 12/3/2021 | | S | | 2000 (2) | D | $52.84 | 23686 | D | |
Common Stock | 12/3/2021 | | M | | 4428 | A | $22.58 | 28114 | D | |
Common Stock | | | | | | | | 4695 | I | Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | $22.58 | 12/1/2021 | | M | | | 17572 | (3) | 2/24/2022 | Common Stock | 17572.0 | $0 | 4428 | D | |
Stock Options | $22.58 | 12/3/2021 | | M | | | 4428 | (4) | 2/24/2022 | Common Stock | 4428.0 | $0 | 0 | D | |
Performance Award | (5) | | | | | | | (5) | 12/31/2024 | Common Stock | 13974.0 | | 13974 | D | |
Stock Options | $34.79 | | | | | | | (6) | 2/17/2031 | Common Stock | 50000.0 | | 50000 | D | |
Stock Options | $25.43 | | | | | | | (7) | 2/14/2028 | Common Stock | 15000.0 | | 15000 | D | |
Stock Options | $26.54 | | | | | | | (8) | 3/21/2027 | Common Stock | 34900.0 | | 34900 | D | |
Stock Options | $20.06 | | | | | | | (9) | 2/23/2026 | Common Stock | 10000.0 | | 10000 | D | |
Explanation of Responses: |
(1) | Represents shares withheld on 12/1/2021 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 $52.84 to $52.88, 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, upon request, full information regarding the number of shares sold at each separate price. |
(3) | Stock Option grant pursuant to the Carriage Services, Inc. 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. 17,572 options were exercised on 12/1/2021. These stock options expire on 02/24/2022. |
(4) | Stock Option grant pursuant to the Carriage Services, Inc. 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. 4,428 options were exercised on 12/3/2021. These stock options expire on 02/24/2022. |
(5) | 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. |
(6) | 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. |
(7) | Stock Options granted pursuant to the Carriage Services, Inc. 2017 Omnibus Plan which 1/5 vested each year on 2/14/2019, 2/14/2020 and 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 each year on 3/21/2018, 3/21/2019, 3/21/2020 and 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 each year on 2/23/2017, 2/23/2018, 2/23/2019, 2/23/2020 and 2/23/2021. These stock options expire on 2/23/2026. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Brink Carl Benjamin 3040 POST OAK BLVD. SUITE 300 HOUSTON, TX 77056 |
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| EVP & Chief Financial Officer |
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Signatures
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/s/ Carl B. Brink | | 12/3/2021 |
**Signature of Reporting Person | Date |
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