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: BAKER TIMOTHY T (EXEC. VP - STORE OPERATIONS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-20	Common Stock	A	3075	$0.0	Acquired	122948	Direct
2019-03-20	Common Stock	D	4803	$0.0	Disposed	118145	Direct
2019-03-20	Common Stock	A	15038	$0.0	Acquired	133183	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: Since the date of the reporting person's last Form 4, the reporting person transferred 6,766 shares of the Company's common stock to his previous spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his previous spouse. Also, this number includes 53 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 15,038 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 15,038 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.