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Jay Stein

Filed: 4 Dec 18, 12:57pm
SEC Form 4
FORM 4UNITED 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)
JACKSONVILLEFL32207

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock11/30/2018J(1)4,500,000D$1.370IBy Berry Hattie Stein 2018 Grantor Retained Annuity Trust
Common Stock11/30/2018J(1)4,500,000A$1.375,174,799D
Common Stock11/30/2018J(1)4,500,000D$1.370IBy Jay Meredith Stein 2018 Grantor Retained Annuity Trust
Common Stock11/30/2018J(1)4,500,000A$1.379,674,799D
Common Stock12/03/2018GV4,500,000D$0.005,174,799D
Common Stock12/03/2018GV4,500,000A$0.004,500,000IBy Berry Hattie Stein 2018 Grantor Retained Annuity Trust II
Common Stock12/03/2018GV4,500,000D$0.00674,799D
Common Stock12/03/2018GV4,500,000A$0.004,500,000IBy Jay Meredith Stein 2018 Grantor Retained Annuity Trust II
Common Stock2,468,826IStein Ventures Limited Partnership
Common Stock133,709ICary Ventures, Inc.
Common Stock1,273,694IBy trust for benefit of family
Common Stock773,694IBy trust for benefit of family
Common Stock731,600IBy trust for benefit of family
Common Stock250,000IBy 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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 and the Jay Meredith Stein 2018 Grantor Retained Annuity Trust (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 Substitutions may be deemed to be purchases. The purchase 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 Stein12/04/2018
** Signature of Reporting PersonDate
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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