SEC Form 4 · accession 0001016281-17-000088
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
Aug 18, 2017
Accepted (ET)
Aug 21, 2017 · 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 StockF1 | Aug 18, 2017 | S | 100,000 | $23.85 | D | 1,131,753 | D | |
| Common Stock | holding | — | — | — | 21,824 | I | Melvin C. Payne, Jr. 2016 Annuity Trust | |
| Common Stock | holding | — | — | — | 21,824 | I | Karen P. Payne 2016 Annuity Trust | |
| Common Stock | holding | — | — | — | 6,694 | I | Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $26.54 | holding | — | — | — | — | Mar 21, 2027 | Common Stock | 116,100 | 116,100 | D |
| Performance AwardF3 | — | holding | — | — | — | — | Dec 31, 2021 | Common Stock | 26,380 | 26,380 | D |
| 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 | $20.49 | holding | — | — | — | — | Mar 3, 2019 | Common Stock | 100,000 | 100,000 | D |
| Stock OptionsF7 | $22.58 | holding | — | — | — | — | Feb 24, 2022 | 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
- F1On August 18, 2017, Mr. Payne sold 100,000 shares to Carriage Services, Inc. in a privately negotiated transaction which was approved in advance by the Board of Directors.
- F2Stock 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 3/21/2018, 3/21/2019, 3/21/2020, 3/21/2021 and 3/21/2022. These stock options expire on 3/21/2027.
- F3Represents 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, 2021 provided that certain criteria surrounding Adjusted Consolidated EBITDA (Adjusted Earnings Before Interest Tax Depreciation and Amortization) and Adjusted Consolidated EBITDA Margin performance is achieved and the Reporting Person has remained continuously employed by Carriage through such date. The Adjusted Consolidated EBITDA performance represents 50% of the award and the Adjusted Consolidated EBITDA Margin performance represents 50% of the award.
- F4Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which 1/5 vested on 2/23/2017 and 1/5 will vest on 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 3/3/2015, 1/3 on 3/3/2016 and 1/3 on 3/3/2017. These stock options expire on 3/3/2019.
- F7Stock 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 will vest on 2/24/2018. These stock options expire on 2/24/2022.
- 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 granted pursuant to the Carriage Services, Inc. Second 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 02/28/2013 and 14,000 were exercised on 11/06/2015 and 24,135 options were exercised on 03/29/2016. These stock options expire on 02/28/2021.