SEC FORM 4

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

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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^*

STEIN JAY

(Last)

(First)

(Middle)

STEIN MART, INC.

1200 RIVERPLACE BOULEVARD, 10TH FLOOR

(Street)

JACKSONVILLE

32207

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STEIN MART INC [ SMRT ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2017

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	05/22/2017		G	V	4,500,000	D	$0.00	5,174,799⁽¹⁾	D
Common Stock	05/22/2017		G	V	4,500,000	A	$0.00	4,500,000	I	By Berry Hattie Stein Grantor Retained Annuity Trust
Common Stock	05/22/2017		G	V	4,500,000	D	$0.00	674,799	D
Common Stock	05/22/2017		G	V	4,500,000	A	$0.00	4,500,000	I	By Jay Meredith Stein Grantor Retained Annuity Trust
Common Stock	05/23/2017		P		546,720	A	$1.4784⁽³⁾	2,115,546	I	Stein Ventures Limited Partnership
Common Stock	05/24/2017		P		353,280	A	$1.5343⁽⁴⁾	2,468,826	I	Stein Ventures Limited Partnership
Common Stock								133,709⁽²⁾	I	Cary Ventures, Inc.
Common Stock								1,273,694	I	By trust for benefit of family
Common Stock								773,694	I	By trust for benefit of family
Common Stock								731,600	I	By trust for benefit of family
Common Stock								250,000	I	By trust for benefit of family

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. Includes 9,000,000 shares previously held through Stein Ventures Limited Partnership which were distributed to the reporting person on April 27, 2017.

2. Includes 90,909 shares previously held through Stein Ventures Limited Partnership which were distributed to Cary Ventures, Inc. on April 28, 2017.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.45 to $1.5379, inclusive. The reporting person undertakes to provide to Stein Mart, Inc., any security holder of Stein Mart, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.5299 to $1.5496, inclusive.

Remarks:

	/s/ D. Hunt Hawkins, as attorney-in-fact	05/25/2017
	** 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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