SEC Form 4 · accession 0001016281-18-000011
CARRIAGE SERVICES INC · CSV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark R Bruce
Officer — Chief Operating Officer
Period of report
Feb 14, 2018
Accepted (ET)
Feb 16, 2018 · 6:14 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 StockF1 | Feb 14, 2018 | A | 6,650 | $25.43 | A | 37,590 | I | Jointly owned with 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 | $25.43 | holding | — | — | — | — | Feb 14, 2028 | Common Stock | 25,000 | 25,000 | D |
| Performance AwardF3 | — | holding | — | — | — | — | Dec 31, 2022 | Common Stock | 13,300 | 13,300 | D |
| Stock OptionsF4 | $26.54 | holding | — | — | — | — | Mar 21, 2027 | Common Stock | 58,100 | 58,100 | D |
| Performance AwardF5 | — | holding | — | — | — | — | Dec 31, 2021 | Common Stock | 13,190 | 13,190 | D |
| Stock OptionsF6 | $20.06 | holding | — | — | — | — | Feb 23, 2026 | Common Stock | 18,500 | 18,500 | D |
| Performance AwardF7 | — | holding | — | — | — | — | Dec 31, 2020 | Common Stock | 5,800 | 5,800 | D |
| Stock OptionsF8 | $22.58 | holding | — | — | — | — | Feb 24, 2022 | Common Stock | 40,000 | 40,000 | D |
| Stock OptionsF9 | $20.26 | holding | — | — | — | — | Feb 25, 2019 | Common Stock | 40,000 | 40,000 | D |
| Stock OptionsF10 | $16.73 | holding | — | — | — | — | May 22, 2018 | Common Stock | 30,000 | 30,000 | D |
| Stock OptionsF11 | $5.94 | holding | — | — | — | — | Mar 5, 2022 | Common Stock | 26,289 | 26,289 | D |
| Stock OptionsF12 | $5.70 | holding | — | — | — | — | Feb 28, 2021 | Common Stock | 17,913 | 17,913 | D |
| Stock OptionsF13 | $4.78 | holding | — | — | — | — | May 18, 2020 | Common Stock | 17,530 | 17,530 | D |
Explanation of responses
- F1Restricted Stock grant pursuant to the Carriage Services, Inc. 2017 Omnibus Plan which will vest 1/3 on 2/14/2019, 2/14/2020 and on 2/14/2021.
- F10Stock 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.
- F11Stock 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.
- F12Stock 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.
- F13Stock Options granted 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 5/18/2012 and 1/3 on 5/18/2013. These stock options expire on 5/18/2020.
- F2Stock Options granted pursuant to the Carriage Services, Inc. 2017 Omnibus Plan which will vest 1/5 on 2/14/2019, 2/14/2020, 2/14/2021, 2/14/2022 and 2/14/2023. The options expire on 2/14/2028.
- F3Represents performance-based awards, payable in shares, granted under the Carriage Services, Inc. 2017 Omnibus Incentive Plan. The award will vest (if at all) on December 31, 2022 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 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.
- 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, 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.
- F6Stock 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, 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.
- F7Represents 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.
- F8Stock 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 will vest on 2/24/2018. These stock options expire on 02/24/2022.
- F9Stock 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 on 2/25/2017. These stock options expire on 02/25/2019.