SHOE CARNIVAL INC — Director's Dealing 2019

Mar 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHOE CARNIVAL INC (SCVL)
CIK: 0000895447
Period of Report: 2019-03-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-20	Common Stock	A	5381	$0.0	Acquired	251178	Direct
2019-03-20	Common Stock	D	9488	$0.0	Disposed	241690	Direct
2019-03-20	Common Stock	A	28404	$0.0	Acquired	270094	Direct

Footnotes

F1: 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"). The restricted stock units will vest in two equal annual installments commencing on March 31, 2020, subject to the reporting person's continuous service with the Company through such dates.

F2: Includes 75 shares purchased by the reporting person pursuant to the Company's Employee Stock Purchase Plan.

F3: Represents the shares of performance-based restricted stock from the award granted to the reporting person on April 18, 2017 that were not earned based on the Company's cumulative fully diluted earnings per share for fiscal 2017 and fiscal 2018, as determined on March 20, 2019.

F4: On April 9, 2018, the reporting person was granted performance stock units representing a contingent right to receive up to 28,404 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 2018. As determined on March 20, 2019, the reporting person earned 28,404 performance stock units based on the Company's fiscal 2018 performance. One-half of these earned performance stock units will vest on March 31, 2019 and one-half will vest on March 31, 2020, subject to the reporting person's continuous service with the Company through such dates.