Sec Form 4 Filing - STEIN JAY @ STEIN MART INC - 2019-03-18

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) 03/18/2019 (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 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 5,174,799 D Common Stock 03/19/2019 G V 4,500,000 A $ 0 4,500,000 I By Berry Hattie Stein 2019 Grantor Retained Annuity Trust Common Stock 03/19/2019 G V 4,500,000 D $ 0 674,799 D Common Stock 03/19/2019 G V 4,500,000 A $ 0 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 (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/ JAY STEIN 03/20/2019 Signature of Reporting Person Date

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.

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).

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