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Form 3 SHOE CARNIVAL INC For: Apr 04 Filed by: Chilton Marc A.

April 13, 2021 4:16 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Chilton Marc A.

(Last) (First) (Middle)
7500 E. COLUMBIA STREET

(Street)
EVANSVILLE IN 47715

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2021
3. Issuer Name and Ticker or Trading Symbol
SHOE CARNIVAL INC [ SCVL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP-Chief Operations Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,685 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Mr. Chilton owns 65 shares of common stock of Shoe Carnival, Inc. (the "Company") and has been granted 6,620 time-based restricted stock units. The time-based restricted stock units represent a contingent right to receive an equivalent number of shares of the Company's common stock on the respective vesting dates, in each case subject to Mr. Chilton's continuous service with the Company through those dates.
By: Patrick C. Edwards For: Marc A. Chilton 04/13/2021
** 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.
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 Number.
POWER OF ATTORNEY

For Executing Forms 3, 4, 5 and 144

 The undersigned hereby appoints each of Clifton E. Sifford, Mark J. Worden,
 W. Kerry Jackson, Sean M. Georges and Patrick C. Edwards, signing singly, as
 his true and lawful attorney-in-fact, for such period of time that the
 undersigned is required to file reports pursuant to Section 16(a) of the
 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Rule 144
 of the Securities Act of 1933, as amended (the "Securities Act"), due to his
 affiliation with Shoe Carnival, Inc., an Indiana corporation, unless earlier
 revoked by the undersigned in a signed writing delivered to the foregoing
 attorneys-in-fact, to:

(1) execute for and on behalf of the undersigned Forms 3, 4, 5 and 144 and any
 amendments to previously filed forms in accordance with Section 16(a) of the
 Exchange Act or Rule 144 of the Securities Act and the rules thereunder.

(2) do and perform any and all acts for and on behalf of the undersigned which
 may be necessary or desirable to complete the execution of any Forms 3, 4, 5
 and 144 and the timely filing of such form with the United States Securities
 and Exchange Commission and any other authority as required by law; 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
 his/her discretion.

 The undersigned hereby grants to each such attorney-in-fact full power and
 authority to do and perform all and every act and thing whatsoever requisite,
 necessary and 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 could
 do if personally present, with full power of substitution or revocation, hereby
 ratifying and confirming all that such attorney-in-fact, or his 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 the foregoing attorneys-in-fact, in serving in such capacity
 at the request of the undersigned, are not assuming any of the undersigned's
 responsibilities to comply with Section 16 of the Exchange Act or Rule 144 of
 the Securities Act.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
 executed as of this 8th day of April, 2021.

       /s/  Marc A. Chilton

      Signature



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