SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

WEAVER WAYNE J

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN OF THE BOARD

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/30/2021

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	04/27/2020		G	1,285,536⁽¹⁾	A	$0.0	2,130,954	D
Common Stock	04/28/2020		G	11,636⁽²⁾	A	$0.0	2,142,590	D
Common Stock	05/13/2020		G	642,768⁽³⁾	D	$0.0	1,499,822	D
Common Stock	09/08/2020		G	106,581⁽⁴⁾	A	$0.0	1,606,403	D
Common Stock							2,499,922	I	by Spouse

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)	4. Transaction Code (Instr. 8)	(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 642,768 shares of common stock of Shoe Carnival, Inc. (the "Company") that the reporting person received from the J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh Anne Weaver as an annuity payment on April 27, 2020, in accordance with the terms of such trust, and 642,768 shares of common stock of the Company that the reporting person received from the J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Bradley Wayne Weaver (the "Bradley Weaver 2018 GRAT") as an annuity payment on April 27, 2020, in accordance with the terms of such trust.

2. Represents shares of common stock of the Company that the reporting person reacquired from the Bradley Weaver 2018 GRAT on April 28, 2020, in accordance with the terms of such trust.

3. Represents shares of common stock of the Company transferred by the reporting person to the J. Wayne Weaver 2020 Grantor Retained Annuity Trust for Leigh Anne Weaver (the "Leigh Weaver 2020 GRAT") on May 13, 2020. Leigh Anne Weaver is the sole trustee of the Leigh Weaver 2020 GRAT and, as sole trustee, has sole voting and dispositive power with respect to the shares held by the Leigh Weaver 2020 GRAT. The reporting person did not retain any voting or dispositive power over the shares held by the Leigh Weaver 2020 GRAT.

4. Represents shares of common stock of the Company that the reporting person received from the J. Wayne Weaver 2019 Grantor Retained Annuity Trust for Leigh Anne Weaver as an annuity payment on September 8, 2020, in accordance with the terms of such trust.

	By: W. Kerry Jackson For: J. Wayne Weaver	03/15/2021
	** 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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