Sec Form 4 Filing - Elliott Paul Donald @ CARRIAGE SERVICES INC - 2023-05-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Elliott Paul Donald 2. Issuer Name and Ticker or Trading Symbol CARRIAGE SERVICES INC [ CSV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Sr. VP and Regional Partner (Last) (First) (Middle) 3040 POST OAK BLVD., SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2023 (Street) HOUSTON, TX77056 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/23/2023 M 17,300 A $ 20.06 51,173 D Common Stock 05/23/2023 F 13,388 ( 1 ) D $ 27.43 37,785 D Common Stock 05/23/2023 S 3,894 ( 2 ) D $ 27.78 33,891 D Common Stock 6,029 I Joint with spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options $ 20.06 05/23/2023 M 17,300 ( 3 ) 02/23/2026 Common Stock 17,300 $ 20.06 0 D Stock Options $ 32.69 ( 4 ) 02/22/2033 Common Stock 16,200 16,200 D Stock Options $ 49.48 ( 5 ) 02/23/2032 Common Stock 25,000 25,000 D Performance Award ( 6 ) ( 6 ) 12/31/2024 Common Stock 45,255 45,255 D Stock Options $ 34.79 ( 7 ) 02/17/2031 Common Stock 50,000 50,000 D Stock Options $ 25.43 ( 8 ) 02/14/2028 Common Stock 16,610 16,610 D Stock Options $ 26.54 ( 9 ) 03/21/2027 Common Stock 38,600 38,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Elliott Paul Donald 3040 POST OAK BLVD. SUITE 300 HOUSTON, TX77056 Sr. VP and Regional Partner Signatures /s/ Paul D. Elliott 05/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld on 5/23/2023 to cover the option price and taxes associated with the exercise of stock options. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.60 to $27.94, inclusive. The reporting person undertakes to provide to theIssuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price. ( 3 )Stock Options granted on 2/23/2016 pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested in equal increments each year over five years beginning 2/23/2017. 17,300 options were exercised on 5/23/2023. ( 4 )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. ( 5 )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. ( 6 )Represents maximum number of performance awards, payable in shares on December 31, 2024 granted under the Carriage Services, Inc. 2017 Omnibus Incentive Plan. The award will vest (if at all) on December 31, 2024 provided that the Company's common stock reaches one of five pre-determined targets for a sustained period beginning on the grant date and ending on December 31, 2024. ( 7 )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. ( 8 )Stock Options granted on 2/14/2018 pursuant to the Carriage Services, Inc. 2017 Omnibus Plan which vested in equal increments each year over five years beginning 2/14/2019. ( 9 )Stock Options granted on 3/21/2017 pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan which vested in equal increments each year over five years beginning 3/21/2018.

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).

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