Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 824889109

13G

1

Names of Reporting Persons
Leigh Anne Weaver

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
1,000,100 (1)

6

Shared Voting Power
0

7

Sole Dispositive Power
1,000,100 (1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,100 (1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
N/A

11

Percent of Class Represented by Amount in Row (9)
7.1% (1) (2)

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 824889109

13G

1

Names of Reporting Persons
J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh Anne Weaver

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Florida

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
654,404 (1)

6

Shared Voting Power
0

7

Sole Dispositive Power
654,404 (1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
654,404 (1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
N/A

11

Percent of Class Represented by Amount in Row (9)
4.6% (1) (2)

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 824889109

13G

1

Names of Reporting Persons
J. Wayne Weaver 2019 Grantor Retained Annuity Trust for Leigh Anne Weaver

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Florida

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
345,696 (1)

6

Shared Voting Power
0

7

Sole Dispositive Power
345,696 (1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
345,696 (1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
N/A

11

Percent of Class Represented by Amount in Row (9)
2.4% (1) (2)

12

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
Shoe Carnival, Inc. (the Issuer)

(b)

Address of Issuers Principal Executive Offices
7500 East Columbia Street
Evansville, Indiana 47715

Item 2.

(a)

Name of Person Filing

(i)                       Leigh Anne Weaver

(ii)                    J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh Anne Weaver (the 2018 GRAT)

(iii)                 J. Wayne Weaver 2019 Grantor Retained Annuity Trust for Leigh Anne Weaver (the 2019 GRAT)

Ms. Weaver serves as the sole trustee of each of the 2018 GRAT and the 2019 GRAT.

(b)

Address of Principal Business Office or, if none, Residence

(i)             Leigh Anne Weaver
10 Sheffield West
Winchester, MA 01890

(ii)         2018 GRAT
c/o DAR Group Investments
501 Riverside Avenue
Suite 900
Jacksonville, FL 32202

(iii)      2019 GRAT
c/o DAR Group Investments
501 Riverside Avenue
Suite 900
Jacksonville, FL 32202

(c)

Citizenship

(i)                       Leigh Anne Weaver:          United States

(ii)                    The 2018 GRAT is a trust formed under the laws of the State of Florida

(iii)                 The 2019 GRAT is a trust formed under the laws of the State of Florida

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share (Common Stock)

(e)

CUSIP Number
824889109

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act.

(b)

o

Bank as defined in section 3(a)(6) of the Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned

(i) Leigh Anne Weaver:

(ii) 2018 GRAT:

(iii) 2019 GRAT:

1,000,100 shares*

654,404 shares**

345,696 shares***

* Includes 654,404 shares held by the 2018 GRAT and 345,696 shares held by the 2019 GRAT.  Ms. Weaver is the sole trustee of each of the 2018 GRAT and the 2019 GRAT and, as sole trustee, has sole voting and dispositive power with respect to the shares held by the 2018 GRAT and the 2019 GRAT.

** Ms. Weaver is the sole trustee of the 2018 GRAT.

*** Ms. Weaver is the sole trustee of the 2019 GRAT.

(b)

Percent of class

(i) Leigh Anne Weaver:

(ii) 2018 GRAT:

(iii) 2019 GRAT:

7.1%

4.6%

2.4%

The percentage of shares beneficially owned is based on 14,193,253 outstanding shares of the Issuers common stock as of November 27, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended November 2, 2019, filed with the Securities and Exchange Commission on December 5, 2019.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote   

(i) Leigh Anne Weaver:

(ii) 2018 GRAT:

(iii) 2019 GRAT:

1,000,100

654,404

345,696

(ii)

Shared power to vote or to direct the vote    

(i) Leigh Anne Weaver:

(ii) 2018 GRAT:

(iii) 2019 GRAT:

0

0

0

(iii)

Sole power to dispose or to direct the disposition of   

(i) Leigh Anne Weaver:

(ii) 2018 GRAT:

(iii) 2019 GRAT:

1,000,100

654,404

345,696

(iv)

Shared power to dispose or to direct the disposition of   

(i) Leigh Anne Weaver:

(ii) 2018 GRAT:

(iii) 2019 GRAT:

0

0

0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

654,404 of the shares reported are held by the 2018 GRAT established by J. Wayne Weaver, Leigh Anne Weavers father, over which shares Leigh Anne Weaver, as the sole trustee of the 2018 GRAT, has sole voting and dispositive power.  Under the terms of the 2018 GRAT, J. Wayne Weaver receives annuity payments from the 2018 GRAT during its two-year term, and any amounts remaining after such annuity payments to J. Wayne Weaver are distributable to or for the benefit of Leigh Anne Weaver and her descendants.

345,696 of the shares reported are held by the 2019 GRAT established by J. Wayne Weaver, over which shares Leigh Anne Weaver, as the sole trustee of the 2019 GRAT, has sole voting and dispositive power.  Under the terms of the 2019 GRAT, J. Wayne Weaver receives annuity payments from the 2019 GRAT during its two-year term, and any amounts remaining after such annuity payments to J. Wayne Weaver are distributable to or for the benefit of Leigh Anne Weaver and her descendants.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Date:  February 14, 2020

By:

/s/ Leigh Anne Weaver

Leigh Anne Weaver

J. WAYNE WEAVER 2018 GRANTOR RETAINED ANNUITY TRUST FOR LEIGH ANNE WEAVER

By:

/s/ Leigh Anne Weaver

Leigh Anne Weaver, Trustee

J. WAYNE WEAVER 2019 GRANTOR RETAINED ANNUITY TRUST FOR LEIGH ANNE WEAVER

By:

/s/ Leigh Anne Weaver

Leigh Anne Weaver, Trustee

Exhibit Number

Exhibit

99.1

Joint Filing Agreement dated February 14, 2020 by and between Leigh Anne Weaver, the J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh Anne Weaver and the J. Wayne Weaver 2019 Grantor Retained Annuity Trust for Leigh Anne Weaver