SEC Form 4 · accession 0001016281-16-000259
CARRIAGE SERVICES INC · CSV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shawn R Phillips
Other
Period of report
Dec 5, 2016
Accepted (ET)
Dec 6, 2016 · 6:51 pm EST
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 | Dec 5, 2016 | M | 19,283 | $4.78 | A | 72,922 | D | |
| Common StockF1 | Dec 5, 2016 | F | 3,317 | $27.79 | D | 69,605 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $4.78 | Dec 5, 2016 | M | 19,283 | A | — | May 18, 2020 | Common Stock | 19,283 | 0 | D |
| Stock OptionsF3 | $20.06 | holding | — | — | — | — | Feb 23, 2026 | Common Stock | 16,700 | 16,700 | D |
| Performance AwardF4 | — | holding | — | — | — | — | Dec 31, 2020 | Common Stock | 5,200 | 5,200 | D |
| Stock OptionsF5 | $22.58 | holding | — | — | — | — | Feb 24, 2022 | Common Stock | 35,000 | 35,000 | D |
| Stock OptionsF6 | $20.26 | holding | — | — | — | — | Feb 25, 2019 | Common Stock | 30,000 | 30,000 | D |
| Stock OptionsF7 | $16.73 | holding | — | — | — | — | May 22, 2018 | Common Stock | 25,000 | 25,000 | D |
| Stock OptionsF8 | $5.94 | holding | — | — | — | — | Mar 5, 2022 | Common Stock | 22,674 | 22,674 | D |
| Stock OptionsF9 | $5.70 | holding | — | — | — | — | Feb 28, 2021 | Common Stock | 17,913 | 17,913 | D |
Explanation of responses
- F1Represents the surrender of already-owned shares on December 5, 2016 to cover payment of option exercise price.
- F2Stock Options grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 05/18/2011, 1/3 on 05/18/2012 and 1/3 on 05/18/2013. These stock options expire on 05/18/2020.
- F3Stock 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.
- F4Represents 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.
- F5Stock 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 will vest on 2/24/2017 and 1/3 on 2/24/2018. These stock options expire on 02/24/2022.
- F6Stock Option grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 2/25/2015, 1/3 on 2/25/2016 and 1/3 will vest on 2/25/2017. These stock options expire on 02/25/2019.
- F7Stock 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.
- F8Stock Options grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 03/05/2013, 1/3 on 03/05/2014 and 1/3 on 03/05/2015. These stock options expire on 03/05/2022.
- F9Stock Options grant pursuant to the Carriage Services, Inc. Amended and Restated 2006 Long-Term Incentive Plan which vested 1/3 on 02/28/2012, 1/3 on 02/28/2013 and 1/3 on 02/28/2014. These stock options expire on 02/28/2021.