SEC Info - Baker Timothy T - ‘4’ for 3/18/20 re: Shoe Carnival Inc.

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).

1. Name and Address of Reporting Person^*

BAKER TIMOTHY T

(Last)

(First)

(Middle)

7500 E. COLUMBIA STREET

(Street)

EVANSVILLE

47715

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHOE CARNIVAL INC [ SCVL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EXEC. VP - CHIEF RETAIL

3. Date of Earliest Transaction (Month/Day/Year)
3/18/20

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)
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	3/18/20		A		10,506 ⁽¹⁾	A	$0.0	116,592 ⁽²⁾	D
Common Stock	3/18/20		A		9,518 ⁽³⁾	A	$0.0	126,110	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) Issued as restricted stock units, which represent the contingent right to receive an equivalent number of shares of common stock of Shoe Carnival, Inc. (the "Company"). One-third of these restricted stock units will vest on March 31, 2022 and the remaining two-thirds will vest on March 31, 2023, subject to the reporting person's continuous service with the Company through such dates.

(2) Includes 7 shares purchased by the reporting person pursuant to the Company's Employee Stock Purchase Plan.

(3) On March 20, 2019, the reporting person was granted performance stock units representing a contingent right to receive up to 11,531 shares of common stock at the maximum level of performance, with the number of performance stock units earned to be determined based on the Company's fully diluted earnings per share for fiscal 2019. As determined on March 18, 2020, the reporting person earned 9,518 performance stock units based on the Company's fiscal 2019 performance. One-half of these earned performance stock units will vest on March 31, 2020 and one-half will vest on March 31, 2021, subject to the reporting person's continuous service with the Company through such dates.

	By: W. Kerry Jackson For: Timothy T. Baker	3/20/20
	** 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.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Baker Timothy T – ‘4’ for 3/18/20 re: Shoe Carnival Inc.

On: Friday, 3/20/20, at 4:04pm ET · For: 3/18/20 · Accession #: 895447-20-20 · File #: 0-21360

Previous ‘4’: ‘4’ on / for 4/18/19 · Next: ‘4’ on 4/2/20 for 3/31/20 · Latest: ‘4’ on 4/7/21 for 4/5/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Baker Timothy T – ‘4’ for 3/18/20 re: Shoe Carnival Inc.

On: Friday, 3/20/20, at 4:04pm ET · For: 3/18/20 · Accession #: 895447-20-20 · File #: 0-21360

Previous ‘4’: ‘4’ on / for 4/18/19 · Next: ‘4’ on 4/2/20 for 3/31/20 · Latest: ‘4’ on 4/7/21 for 4/5/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents