President Metzger Steven D sold $140,636 worth of shares (3,508 units at $40.09), decreasing direct ownership by 4% to 81,389 units (SEC Form 4)
$CSV
Other Consumer Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARRIAGE SERVICES INC [ CSV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/23/2025 | S(1) | 3,508 | D | $40.09(2) | 81,389 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Award | (3) | 03/07/2025(4) | A | 13,605 | (3) | 03/31/2028 | Common Stock | 13,605 | (3) | 13,605 | D | ||||
| Stock Options | $24.48 | (5) | 02/21/2034 | Common Stock | 50,760 | 50,760 | D | ||||||||
| Stock Options | $32.69 | (6) | 02/22/2033 | Common Stock | 26,250 | 26,250 | D | ||||||||
| Stock Options | $49.48 | (7) | 02/23/2032 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Stock Options | $34.79 | (8) | 02/17/2031 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Explanation of Responses: |
| 1. The reported transaction was affected automatically pursuant to a Rule 10b5-1(c) Plan entered into by the Reporting Person on November 25, 2024. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. |
| 2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.35, inclusive. The Reporting Person undertakes to provide to Carriage Services, Inc. ("Carriage"), any security holder of Carriage, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 3. Represents a performance-based award, payable in shares, granted on March 7, 2025 under the Carriage Services, Inc. 2017 Omnibus Incentive Plan (the "Plan"). The award will vest (if at all) provided that certain pre-determined performance metrics related to the Issuer's Adjusted Consolidated EBITDA (Adjusted Earnings Before Interest Tax Depreciation and Amortization) are achieved during the period commencing on the grant date through March 31, 2028, and certified by the Issuer's Compensation Committee of the Board of Directors, subject to terms of the Plan, such award, and the Reporting Person remaining continuously employed by the Issuer through such date. |
| 4. This transaction is being reported late due to an administrative oversight. |
| 5. Stock Options granted on 2/21/2024 pursuant to the Carriage Services, Inc. 2017 Omnibus Incentive Plan which will vest in equal increments each year over three years beginning 2/21/2025. |
| 6. Stock Options granted on 2/22/2023 pursuant to the Carriage Services, Inc. 2017 Omnibus Incentive Plan which will vest in equal increments each year over three years beginning 2/22/2024. |
| 7. Stock Options granted on 2/23/2022 pursuant to the Carriage Services, Inc. 2017 Omnibus Incentive Plan which will vest in equal increments each year over seven years beginning 2/23/2023. |
| 8. Stock Options granted on 2/17/2021 pursuant to the Carriage Services, Inc. 2017 Omnibus Incentive Plan which will vest in equal increments each year over five years beginning 2/17/2022. |
| Remarks: |
| /s/ Steven D Metzger | 04/25/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||