Edgar Filing: WEBB MICHAEL R

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WEBB MICHAEL R

2. Issuer Name and Ticker or Trading Symbol
SERVICE CORP INTERNATIONAL [SCI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Chief Op. Officer

(Last)

(First)

(Middle)

1929 ALLEN PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2019

(Street)

HOUSTON, TX 77019

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2019		M		189,000	A	$ 11.175	476,253	D
Common Stock	02/27/2019		S		189,000	D	$ 41.6206 ⁽¹⁾	287,253	D
Common Stock	02/27/2019		S		134,565	D	$ 41.6942 ⁽²⁾	152,688	D
Common Stock	02/28/2019		M		181,000	A	$ 15.255	333,688	D
Common Stock	02/28/2019		M		205,000	A	$ 17.405	538,688	D
Common Stock	02/28/2019		S		386,000	D	$ 41.4757 ⁽³⁾	152,688	D
Common Stock	03/01/2019		M		172,000	A	$ 23	324,688	D
Common Stock	03/01/2019		S		172,000	D	$ 41.5777 ⁽⁴⁾	152,688	D
Common Stock								256,100	I	By deferred compensation plan
Common Stock								18,235	I	By 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 11.175

02/27/2019

189,000

⁽⁵⁾

02/07/2020

Common Stock

189,000

$ 0

Employee Stock Option (right to buy)

$ 15.255

02/28/2019

181,000

⁽⁶⁾

02/12/2021

Common Stock

181,000

$ 0

Employee Stock Option (right to buy)

$ 17.405

02/28/2018

205,000

⁽⁷⁾

02/11/2022

Common Stock

205,000

$ 0

Employee Stock Option (right to buy)

$ 23

03/01/2019

172,000

⁽⁸⁾

02/10/2023

Common Stock

172,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WEBB MICHAEL R 1929 ALLEN PARKWAY HOUSTON, TX 77019			President, Chief Op. Officer

Signatures

Lori Spilde, Attorney-in-Fact for Michael R. Webb		03/01/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares were sold in multiple transactions at prices ranging from $41.46 to $41.81 per share on February 27, 2019. The $41.6206 sale price reported above is the weighted average sales price. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(2)	The shares were sold in multiple transactions at prices ranging from $41.56 to $41.98 per share on February 27, 2019. The $41.6942 sale price reported above is the weighted average sales price. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3)	The shares were sold in multiple transactions at prices ranging from $41.315 to $41.7175 per share on February 28, 2019. The $41.4757 sale price reported above is the weighted average sales price. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4)	The shares were sold in multiple transactions at prices ranging from $41.28 to $41.82 per share on March 1, 2019. The $41.5777 sale price reported above is the weighted average sales price. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(5)	The option vested in three equal annual installments beginning on February 7, 2013, 2014, and 2015.
(6)	The option vested in three equal annual installments beginning on February 12, 2014, 2015, and 2016.
(7)	The option vested in three equal annual installments beginning on February 11, 2015, 2016, and 2017.
(8)	The option vested in three equal annual installments beginning on February 10, 2016, 2017, and 2018.

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