Ownership Submission
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 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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(Print or Type Responses)
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 (Month/Day/Year)
03/18/2019
(Street)

JACKSONVILLE, FL 32207		 4. If Amendment, Date 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
(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 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

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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 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, FL 32207		   X   X   Chairman  

Signatures

 /S/ JAY STEIN   03/20/2019
**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) 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.

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