Sec Form 4 Filing - STEIN JAY @ STEIN MART INC - 2017-05-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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 STEIN JAY 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 (Last) (First) (Middle) STEIN MART, INC., 1200 RIVERPLACE BOULEVARD, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2017 (Street) JACKSONVILLE, FL32207 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/22/2017 G V 4,500,000 D $ 0 5,174,799 ( 1 ) D Common Stock 05/22/2017 G V 4,500,000 A $ 0 4,500,000 I By Berry Hattie Stein Grantor Retained Annuity Trust Common Stock 05/22/2017 G V 4,500,000 D $ 0 674,799 D Common Stock 05/22/2017 G V 4,500,000 A $ 0 4,500,000 I By Jay Meredith Stein Grantor Retained Annuity Trust Common Stock 05/23/2017 P 546,720 A $ 1.4784 ( 3 ) 2,115,546 I Stein Ventures Limited Partnership Common Stock 05/24/2017 P 353,280 A $ 1.5343 ( 4 ) 2,468,826 I Stein Ventures Limited Partnership Common Stock 133,709 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEIN JAY STEIN MART, INC. 1200 RIVERPLACE BOULEVARD, 10TH FLOOR JACKSONVILLE, FL32207 X X Chairman Signatures /s/ D. Hunt Hawkins, as attorney-in-fact 05/25/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 9,000,000 shares previously held through Stein Ventures Limited Partnership which were distributed to the reporting person on April 27, 2017. ( 2 )Includes 90,909 shares previously held through Stein Ventures Limited Partnership which were distributed to Cary Ventures, Inc. on April 28, 2017. ( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.45 to $1.5379, inclusive. The reporting person undertakes to provide to Stein Mart, Inc., any security holder of Stein Mart, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.5299 to $1.5496, inclusive.

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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