SEC FORM 4 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)
1200 RIVERPLACE BLVD
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)
05/14/2018
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 05/14/2018 G V 918,835(1) A $0 1,593,634 D
Common Stock 05/14/2018 G V 918,835(1) D $0 3,581,165 I By Berry Hattie Stein Grantor Retained Annuity Trust
Common Stock 05/14/2018 G V 918,835(1) A $0 2,512,469 D
Common Stock 05/14/2018 G V 918,835(1) D $0 3,581,165 I By Jay Meredith Stein Grantor Retained Annuity Trust
Common Stock 2,468,826 I By 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. Annuity payments made in the form of shares of common stock by the Berry Hattie Stein Grantor Retained Annuity Trust and the Jay Meredith Stein Grantor Retained Annuity Trust to the sole annuitant, Jay Stein.
D. Hunt Hawkins, attorney-in-fact 05/21/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY


            Know all by these presents, that, for good and 
valuable consideration, the sufficiency and receipt of which are 
hereby acknowledged, the undersigned hereby constitutes and 
appoints each of D. Hunt Hawkins, Gregory W. Kleffner and Chris 
Himebauch, or any of them signing singly, and with full power of 
substitution, the undersigned's true and lawful attorney-in-fact 
to:
 
            1. execute for and on behalf of the undersigned (in 
accordance with Section 16(a) of the Securities Exchange Act of 
1934, as amended, and the rules thereunder (the "Exchange 
Act")), in the undersigned's capacity as an officer and/or 
director of Stein Mart, Inc. (the "Company"), any and all Forms 
3, 4 and 5, and any amendments thereto, that are necessary or 
advisable for the undersigned to file under Section 16(a) 
(collectively, "Documents");
 
            2. do and perform any and all acts for and on behalf 
of the undersigned that may be necessary or desirable to 
complete and execute any such Documents and timely file such 
Documents with the United States Securities and Exchange 
Commission and any stock exchange or similar authority; and
 
            3. take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion of such 
attorney-in-fact, may
 be of benefit to, in the best interest of, 
or legally required by, the undersigned, it being understood 
that the documents executed by such attorney-in-fact on behalf 
of the undersigned pursuant to this Power of Attorney shall be 
in such form and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact's 
discretion.
 
            The undersigned hereby grants to such attorney-in-
fact full power and authority to do and perform any and every 
act and thing whatsoever requisite, necessary or proper to be 
done in the exercise of any of the rights and powers herein 
granted, as fully to all intents and purposes as the undersigned 
might or could do if personally present, with full power of 
substitution or revocation, hereby ratifying and confirming all 
that such attorney-in-fact (or such attorney-in-fact's 
substitute or substitutes) shall lawfully do or cause to be done 
by virtue of this power of attorney and the rights and powers 
herein granted.  The undersigned acknowledges that such 
attorney-in-fact, in serving in such capacity at the request of 
the undersigned, is not assuming, nor is such attorney-in-fact's 
substitute or substitutes assuming, any of the undersigned's 
responsibilities to comply with the Exchange Act.  The 
undersigned agrees to defend and hold harmless such attorney-in-
fact (and such attorney-in-fact's substitute or substitutes) 
from and against any and all loss, damage or liability that such 
attorney-in-fact may sustain as a result of any action taken in 
good faith hereunder.
 
            This Power of Attorney shall remain in full force 
and effect until the undersigned is no longer required to file 
Documents with respect to the undersigned's holdings of and 
transactions in securities issued by the Company, unless earlier 
revoked by the undersigned in a signed writing delivered to the 
foregoing attorney-in-fact.  This Power of Attorney shall be 
construed under the laws of the state of Florida, without regard 
to conflict of law principles.
 
            IN WITNESS WHEREOF, the undersigned has caused this 
Power of Attorney to be executed as of this 11th day of January, 
2017.
 

/S/ JAY STEIN                        
Signature
Name: Jay Stein