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)
Code V Amount (A) or (D) Price
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 11.175 02/27/2019   M     189,000   (5) 02/07/2020 Common Stock 189,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 15.255 02/28/2019   M     181,000   (6) 02/12/2021 Common Stock 181,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.405 02/28/2018   M     205,000   (7) 02/11/2022 Common Stock 205,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 23 03/01/2019   M     172,000   (8) 02/10/2023 Common Stock 172,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 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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