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SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	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* LACEY JOHN STEWART (Last) (First) (Middle) C/O ALDERWOODS GROUP, INC. 259 YORKLAND ROAD (Street) TORONTO A6 A6 M2J 5B2 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALDERWOODS GROUP INC [ AWGI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/28/2006
	4. If Amendment, Date of 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

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(1)	11/28/2006		D		220,044	D	$20(2)	0	D

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 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
Stock Option (Right to Buy)(3)	$13.23	11/28/2006		D			495,000	(3)	02/20/2012	Common Stock	495,000	(3)	0	D
Stock Option (Right to Buy)(4)	$7.59	11/28/2006		D			250,000	(4)	06/17/2012	Common Stock	250,000	(4)	0	D
Stock Option (Right to Buy)(5)	$15.99	11/28/2006		D			75,000	(5)	07/26/2015	Common Stock	75,000	(5)	0	D

Explanation of Responses:

1. This report relates to the exempt disposition of issuer securities by the reporting person pursuant to the agreement and plan of merger by and among Service Corporation International ("SCI"), a wholly-owned subsidiary of SCI and the issuer (the "Merger Agreement").

2. Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $20.00 per share.

3. This option to purchase issuer common stock (which provided for vesting of 25% of the option on the date of grant (2/20/2002), 25% on November 1, 2002 and the remaining 50% of the option vesting on November 1, 2003) was, immediately prior to the effective time of the merger, cancelled and surrendered by the reporting person for the right to receive a cash payment equal to the product of the number of shares subject to this option multiplied by the excess of (i) $20.00 per share over (ii) the per share exercise price of the option.

4. This option to purchase issuer common stock (which provided for vesting of 25% of the option on the date of grant (6/17/2002), 25% on November 1, 2002 and the remaining 50% of the option vesting on November 1, 2003) was, immediately prior to the effective time of the merger, cancelled and surrendered by the reporting person for the right to receive a cash payment equal to the product of the number of shares subject to this option multiplied by the excess of (i) $20.00 per share over (ii) the per share exercise price of the option.

5. This option to purchase issuer common stock (which provided for vesting of 25% of the option on each of the first and second anniversaries of the date of grant (7/26/2005), with the remaining 50% of the option vesting on the third anniversary of the date of grant) was, immediately prior to the effective time of the merger, cancelled and surrendered by the reporting person for the right to receive a cash payment equal to the product of the number of shares subject to this option multiplied by the excess of (i) $20.00 per share over (ii) the per share exercise price of the option.

Remarks:

	/s/ Azalea K. Angeles Azalea K. Angeles, Attorney-in-Fact for John Stewart Lacey	11/30/2006
	** 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).
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