SEC Form 4 · accession 0001016281-16-000214
CARRIAGE SERVICES INC · CSV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Melvin C Payne
Officer — CEO · Director
Period of report
Jun 8, 2016
Accepted (ET)
Jun 9, 2016 · 5:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001016281
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 8, 2016 | G | 25,000 | $0.00 | D | 1,276,599 | D | |
| Common Stock | Jun 8, 2016 | J | 25,000 | $0.00 | D | 1,251,599 | D | |
| Common Stock | Jun 8, 2016 | G | 25,000 | $0.00 | A | 28,518 | I | Spouse |
| Common Stock | Jun 8, 2016 | J | 25,000 | $0.00 | D | 3,518 | I | Spouse |
| Common StockF2 | holding | — | — | — | 25,000 | I | Melvin C. Payne, Jr. 2016 Annuity Trust | |
| Common StockF3 | holding | — | — | — | 25,000 | I | Karen P. Payne 2016 Annuity Trust | |
| Common Stock | holding | — | — | — | 80,000 | I | daughter in same household |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF4 | $20.06 | holding | — | — | — | — | Feb 23, 2026 | Common Stock | 58,500 | 58,500 | D |
| Performance AwardF5 | — | holding | — | — | — | — | Dec 31, 2020 | Common Stock | 17,900 | 17,900 | D |
| Stock OptionsF6 | $22.58 | holding | — | — | — | — | Feb 24, 2022 | Common Stock | 100,000 | 100,000 | D |
| Stock OptionsF7 | $20.49 | holding | — | — | — | — | Mar 3, 2019 | Common Stock | 100,000 | 100,000 | D |
| Stock OptionsF8 | $16.73 | holding | — | — | — | — | May 22, 2018 | Common Stock | 100,000 | 100,000 | D |
| Stock OptionsF9 | $5.70 | holding | — | — | — | — | Feb 28, 2021 | Common Stock | 3,284 | 3,284 | D |
Explanation of responses
- F1This transaction involved a gift of securities by the reporting person to his spouse. The reporting person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.
- F2On June 8, 2016, the reporting person contributed the 25,000 shares to the Melvin C. Payne, Jr. 2016 Annuity Trust, a grantor retained annuity trust.
- F3In connection with the gift of securities by the reporting person to his spouse on June 8, 2016, the reporting person's spouse immediately contributed the 25,000 shares to the Karen P. Payne 2016 Annuity Trust, a grantor retained annuity trust, on June 8, 2016.
- F4Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which will vest 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.
- F5Represents 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.
- F6Stock 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 will vest on 2/24/2017 and 1/3 on 2/24/2018. These stock options expire on 2/24/2022.
- F7Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 3/3/2015, 1/3 on 3/3/2016 and 1/3 will vest on 3/3/2017. These stock options expire on 3/3/2019.
- F8Stock Options grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 05/22/2014, 1/3 on 05/22/2015 and 1/3 on 05/22/2016. These stock options expire on 05/22/2018.
- F9Stock Options grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan of 44,702 options granted on 02/28/2011, of which 14,900 options vested on 02/28/2012 and 3,283 were exercised on 12/20/2012, 14,901 options vested on 2/28/2013 and 14,000 were exercised on 11/06/2015 and 24,135 options were exercised on 3/29/16. These stock options expire on 02/28/2021.