SHOE CARNIVAL INC — Director's Dealing 2017

Apr 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHOE CARNIVAL INC (SCVL)
CIK: 0000895447
Period of Report: 2017-04-18

Reporting Person: SIFFORD CLIFTON E (Director, PRESIDENT & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-18	Common Stock	A	8022	$0.0	Acquired	232249	Direct
2017-04-18	Common Stock	A	36102	$0.0	Acquired	268351	Direct

Footnotes

F1: Restricted stock grant. Restrictions will lapse and the shares will vest in three equal annual installments commencing on April 18, 2018, subject to the reporting person's continuous service with us through such dates.

F2: Represents the number of shares of performance-based restricted stock granted to the reporting person, which is the maximum number of shares that may be earned by the reporting person depending on the level of achievement relative to a specified performance goal (fully diluted cumulative earnings per share) during the two-year performance period (fiscal 2017 and fiscal 2018). Two-thirds of any shares that are earned based on the Company's actual performance during the performance period will vest, and restrictions on such shares will lapse, on March 31, 2019, and the remaining one-third of such earned shares will vest, and the restrictions on such shares will lapse, on March 31, 2020, subject to the reporting person's continuous service with us through such dates.