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^*

JACKSON W KERRY

(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)
	EXECUTIVE VICE PRESIDENT - CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2011

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	09/01/2011		M		846	A	$17.12	64,426	D
Common Stock	09/01/2011		S		846	D	$25.0824	63,580	D
Common Stock	09/01/2011		M		7,272	A	$12.67	70,852	D
Common Stock	09/01/2011		S		7,272	D	$24.7838	63,580	D
Common Stock	09/01/2011		M		7,728	A	$12.67	71,308	D
Common Stock	09/01/2011		S		7,728	D	$24.7838	63,580	D
Common Stock	09/01/2011		M		14,154	A	$17.12	77,734	D
Common Stock	09/01/2011		S		14,154	D	$25.0986	63,580	D
Common Stock	09/02/2011		M		6,352	A	$12.14	69,932	D
Common Stock	09/02/2011		S		6,352	D	$24.4268	63,580	D
Common Stock	09/02/2011		M		3,648	A	$12.14	67,228	D
Common Stock	09/02/2011		S		3,648	D	$24.4268	63,580	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)
Incentive Stock Option (right to buy)	$12.14	09/02/2011		M			6,352	⁽¹⁾	08/24/2014	Common Stock	6,352	$24.4268	0	D
Incentive Stock Option (right to buy)	$12.67	09/01/2011		M			7,272	⁽¹⁾	03/11/2013	Common Stock	7,272	$24.7838	0	D
Incentive Stock Option (right to buy)	$17.12	09/01/2011		M			14,154	⁽²⁾	04/03/2012	Common Stock	14,154	$25.0986	0	D
Non-Qualified Stock Option (right to buy)	$12.14	09/02/2011		M			3,648	⁽¹⁾	08/24/2014	Common Stock	3,648	$24.4268	0	D
Non-Qualified Stock Option (right to buy)	$12.67	09/01/2011		M			7,728	⁽¹⁾	03/11/2013	Common Stock	7,728	$24.7838	0	D
Non-Qualified Stock Option (right to buy)	$17.12	09/01/2011		M			846	⁽³⁾	04/03/2012	Common Stock	846	$25.0824	0	D

Explanation of Responses:

1. The two options combined will be exercisable in thirds, commencing one year after the date of grant.

2. The option becomes exercisable in thirds, commencing one year after the date of grant.

3. The option becomes exercisable in full, commencing one year after the date of grant.

	W. Kerry Jackson	09/06/2011
	** 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.
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