SEC Form 4 · accession 0001016281-18-000036
CARRIAGE SERVICES INC · CSV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adeola Olaniyan
Other
Period of report
Mar 2, 2018
Accepted (ET)
Mar 5, 2018 · 5:43 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 | Mar 2, 2018 | M | 780 | $20.06 | A | 4,751 | D | |
| Common StockF1 | Mar 2, 2018 | F | 562 | $27.85 | D | 4,189 | 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 | $20.06 | Mar 2, 2018 | M | 780 | D | — | Feb 23, 2026 | Common Stock | 780 | 2,340 | D |
| Performance AwardF3 | — | holding | — | — | — | — | Dec 31, 2020 | Common Stock | 1,200 | 1,200 | D |
| Stock OptionsF4 | $26.54 | holding | — | — | — | — | Mar 21, 2027 | Common Stock | 5,900 | 5,900 | D |
| Performance AwardF5 | — | holding | — | — | — | — | Dec 31, 2021 | Common Stock | 1,320 | 1,320 | D |
Explanation of responses
- F1Represents shares withheld on 03/02/2018 to cover option price associated with the exercise of stock options granted on 02/23/2016.
- F2Stock Options granted pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan of 3,900 of which 780 vested on 2/23/2017 and were exercised on 3/13/2017, 780 vested on 2/23/2018 and were exercised on 3/2/2018, 780 shares will vest each year on 2/23/2019, 2/23/2020 and 2/23/2021. These stock options expire on 2/23/2026.
- 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, 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.
- 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.