Jay Stein Form 4 STEIN MART / JAY STEIN ownership change

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^*

STEIN JAY

(Last) (First) (Middle)

STEIN MART, INC.

1200 RIVERPLACE BOULEVARD, 10TH FLOOR

(Street)

JACKSONVILLE FL 32207

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STEIN MART INC [ SMRT ]

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

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/18/2019		J(1)		4,500,000	D	$1.09	0	I	By Berry Hattie Stein 2018 Grantor Retained Annuity Trust II
Common Stock	03/18/2019		J(1)		4,500,000	A	$1.09	5,174,799	D
Common Stock	03/18/2019		J(1)		4,500,000	D	$1.09	0	I	By Jay Meredith Stein 2018 Grantor Retained Annuity Trust II
Common Stock	03/18/2019		J(1)		4,500,000	A	$1.09	9,674,799	D
Common Stock	03/19/2019		G	V	4,500,000	D	$0.00	5,174,799	D
Common Stock	03/19/2019		G	V	4,500,000	A	$0.00	4,500,000	I	By Berry Hattie Stein 2019 Grantor Retained Annuity Trust
Common Stock	03/19/2019		G	V	4,500,000	D	$0.00	674,799	D
Common Stock	03/19/2019		G	V	4,500,000	A	$0.00	4,500,000	I	By Jay Meredith Stein 2019 Grantor Retained Annuity Trust
Common Stock								2,468,826	I	Stein Ventures Limited Partnership
Common Stock								133,709	I	Cary Ventures, Inc.
Common Stock								1,273,694	I	By trust for benefit of family
Common Stock								773,694	I	By trust for benefit of family
Common Stock								731,600	I	By trust for benefit of family
Common Stock								250,000	I	By trust for benefit of family

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In accordance with the provisions of each of the Berry Hattie Stein 2018 Grantor Retained Annuity Trust II and the Jay Meredith Stein 2018 Grantor Retained Annuity Trust II (together, the "GRATs"), Jay Stein elected to substitute certain assets for 4,500,000 shares of common stock of Stein Mart, Inc. from each of the GRATs (the "Substitutions"). The price reflects the average of the high and low price of the shares of common stock of Stein Mart, Inc. on the date of the Substitutions in accordance with the terms of the GRATs.

Remarks:

	/S/ JAY STEIN	03/20/2019
	** 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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