SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

KITCHEN THOMAS M

(Last)

(First)

(Middle)

229 EAST WILLIAM DAVID PKWY

(Street)

METAIRIE

70005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STEWART ENTERPRISES INC [ STEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEVP, CFO and Director

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2010

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/08/2010		D		60,000	D	$0.00	212,300	D
Class A Common Stock	12/08/2010		A		80,000	A	$0.00	292,300⁽¹⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$6.22	12/08/2010		A		150,000		⁽²⁾	12/08/2017	Class A Comon Stock	150,000	$6.22	150,000	D

Explanation of Responses:

1. Includes 146,667 shares of restricted stock, including the 80,000 shares awarded with this transaction. One-third of these 80,000 shares of restricted stock awarded on December 8, 2010 shall vest on October 31, 2011, if the Closing Price of a share of SEI's Class A common stock equals or exceeds $7 per share for 20 consecutive trading days during fiscal 2011; to the extent not already vested on October 31, 2011, two-thirds of these shares shall vest on October 31, 2012, if the Closing Price of a share of SEI's Class A Common Stock equals or exceeds $8 per share for 20 consecutive trading days during fiscal 2012; and to the extent not already vested on October 31, 2012, all shares shall vest on October 31, 2013 if the closing price of a share of SEI's Class A Common Stock equals or exceds $9.00 per share for 20 consecutive trading days during fiscal 2013.

2. These stock options are time-vest options vesting at 25% per year on December 8, 2011, December 8, 2012, December 8, 2013 and December 8, 2014.

Remarks:

	/s/ Thomas M. Kitchen, by Brenda K. Gibbs, by Power of Attorney	12/10/2010
	** 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.
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