Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
WEAVER WAYNE J
2. Issuer Name and Ticker or Trading Symbol
SHOE CARNIVAL INC [SCVL]
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 OF THE BOARD
(Last)
(First)
(Middle)

7500 E. COLUMBIA STREET
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
02/02/2019
(Street)


EVANSVILLE, IN 47715
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 02/27/2018   G 1,000,000 (1) D $ 0 1,499,922 (2) D  
Common Stock 02/27/2018   G 1,000,000 (3) D $ 0 499,922 (2) D  
Common Stock             2,499,922 (2) I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEAVER WAYNE J
7500 E. COLUMBIA STREET
EVANSVILLE, IN 47715
  X   X   CHAIRMAN OF THE BOARD  

Signatures

By: W. Kerry Jackson For: J. Wayne Weaver 03/11/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On February 27, 2018, the reporting person transferred 1,000,000 shares of common stock of Shoe Carnival, Inc. (the "Company") to the J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh Anne Weaver (the "Leigh Weaver GRAT"). Leigh Anne Weaver is the sole trustee of the Leigh Weaver GRAT and, as sole trustee, has sole voting and dispositive power with respect to the shares held by the Leigh Weaver GRAT. The reporting person did not retain any voting or dispositive power over the shares held by the Leigh Weaver GRAT.
(2) Reflects the three-for-two stock split of the shares of the Company's common stock, which was effected in the form of a stock dividend paid on April 27, 2012 to shareholders of record at the close of business on April 13, 2012. As a result, the reporting person and the reporting person's spouse each received 833,307 shares of the Company's common stock as of April 27, 2012.
(3) On February 27, 2018, the reporting person transferred 1,000,000 shares of the Company's common stock to the J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Bradley Wayne Weaver (the "Bradley Weaver GRAT"). Bradley W. Weaver is the sole trustee of the Bradley Weaver GRAT and, as sole trustee, has sole voting and dispositive power with respect to the shares held by the Bradley Weaver GRAT. The reporting person did not retain any voting or dispositive power over the shares held by the Bradley Weaver GRAT.

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