0001483885-16-000026.txt : 20160212 0001483885-16-000026.hdr.sgml : 20160212 20160212121044 ACCESSION NUMBER: 0001483885-16-000026 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOE CARNIVAL INC CENTRAL INDEX KEY: 0000895447 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 351736614 STATE OF INCORPORATION: IN FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42925 FILM NUMBER: 161416703 BUSINESS ADDRESS: STREET 1: 7500 EAST COLUMBIA STREET CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8128676471 MAIL ADDRESS: STREET 1: 7500 EAST COLUMBIA STREET CITY: EVANSVILLE STATE: IN ZIP: 47715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HODGES CAPITAL HOLDINGS INC. CENTRAL INDEX KEY: 0001483885 IRS NUMBER: 752278916 STATE OF INCORPORATION: TX FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2905 MAPLE AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-954-1177 MAIL ADDRESS: STREET 1: 2905 MAPLE AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: FIRST DALLAS HOLDINGS INC DATE OF NAME CHANGE: 20100211 SC 13G 1 scvl2015dec31.txt SCVL 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SHOE CARNIVAL, INC. Common Stock, $0.01 par value 824889109 December 31, 2015 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) NOTE:The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 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 control number. CUSIP No. 824889109 1. Names of Reporting Persons. HODGES CAPITAL HOLDINGS, INC. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 1,260,895 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,344,952 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,344,952 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 6.7% 12. Type of Reporting Person: HC CUSIP No. 824889109 1. Names of Reporting Persons. CRAIG D. HODGES 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization MR. HODGES IS A UNITED STATES CITIZEN 5. Sole Voting Power: 0 6. Shared Voting Power: 1,260,895 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,344,952 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,344,952 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 6.7% 12. Type of Reporting Person (See Instructions): IN CUSIP No. 824889109 1. Names of Reporting Persons. First Dallas Securities, Inc. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 0 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 4,890 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,890 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): <0.1% 12. Type of Reporting Person (See Instructions): IA, BD CUSIP No. 824889109 1. Names of Reporting Persons. Hodges Capital Management, Inc. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 1,260,895 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,340,062 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,340,062 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 6.7% 12. Type of Reporting Person (See Instructions): IA CUSIP No. 824889109 1. Names of Reporting Persons. Hodges Small Cap Fund, A Series of professionally Managed Portfolios 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Massachusetts 5. Sole Voting Power: 0 6. Shared Voting Power: 1,160,895 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,160,895 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,160,895 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 5.8% 12. Type of Reporting Person : IV CUSIP No. 824889109 1. Names of Reporting Persons. Hodges Small Intrinsic Value Fund, A Series of professionally Managed Portfolios 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Massachusetts 5. Sole Voting Power: 0 6. Shared Voting Power: 100,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 100,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 100,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 0.5% 12. Type of Reporting Person : IV Item 1. (a) Name of Issuer: SHOE CARNIVAL, INC. (b) Address of Issuer's Principal Executive Offices: 7500 East Columbia Street Evansville, IN, 47715 Item 2. (a) Name of Person Filing: Hodges Capital Holdings, Inc.("HCHI") Craig D. Hodges First Dallas Securities, Inc.("FDSI") Hodges Capital Management, Inc.("HCM") Hodges Small Cap Fund Hodges Small Intrinsic Value Fund (b) Address of Principal Business Office or, if none, Residence: 2905 Maple Ave. Dallas, Texas 75201 (b) Citizenship: Hodges Capital Holdings, Inc. is a Texas corporation. Craig D. Hodges is a citizen of the United States. First Dallas Securities, Inc. is a Texas corporation. Hodges Capital Management is a Texas corporation. Hodges Small Intrinsic Values Fund is a series of a Massachusetts business trust. Hodges Small Cap Fund is a series of a Massachusetts business trust. (d) Title of Class of Securities: Common Stock, Par Value $0.01 (e) CUSIP Number: 824889109 Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (g) X A parent holding company or control person in accordance with S 240.13d-1(b)(1)(ii)(G). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Hodges Capital Holdings, Inc. 1,344,952 Craig D. Hodges 1,344,952 First Dallas Securities, Inc. 4,890 Hodges Capital Management, Inc. 1,340,062 Hodges Small Cap Fund 1,160,895 Hodges Small Intrnsc Val Fund 100,000 (b) Percent of class: Hodges Capital Holdings, Inc. 6.7% Craig D. Hodges 6.7% First Dallas Securities, Inc. <0.1% Hodges Capital Management, Inc. 6.7% Hodges Small Cap Fund 5.8% Hodges Small Intrnsc Val Fund 0.5% The calculation of the percentage of beneficial ownership of the Company's common stock is based upon 19,952,300 shares outstanding on December 7, 2015, as disclosed by the Company in its Quarterly Report on Form 10-Q for the period ended October 31, 2015. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Hodges Capital Holdings, Inc 0 Craig D. Hodges 0 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 0 Hodges Small Cap Fund 0 Hodges Small Intrnsc Val Fund 0 (ii) Shared power to vote or to direct the vote: Hodges Capital Holdings, Inc. 1,260,895 Craig D. Hodges 1,260,895 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 1,260,895 Hodges Small Cap Fund 1,160,895 Hodges Small Intrnsc Val Fund 100,000 (iii) Sole power to dispose or to direct the disposition of: Hodges Capital Holdings, Inc. 0 Craig D. Hodges 0 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 0 Hodges Small Cap Fund 0 Hodges Small Intrnsc Val Fund (iv) Shared power to dispose or to direct the disposition of: Hodges Capital Holdings, Inc. 1,344,952 Craig D. Hodges 1,344,952 First Dallas Securities, Inc. 4,890 Hodges Capital Management, Inc. 1,340,062 Hodges Small Cap Fund 1,160,895 Hodges Small Intrnsc Val Fund 100,000 The reported shares are shares of common stock of the Issuer, par value $0.01. All 1,344,952 of the reported shares collectively, the ("reported Shares") may be deemed as beneficially owned by HCHI, which is the owner of FDSI and HCM, and Craig D. Hodges, who is the controlling shareholder of FDHI. 4,890 of the Reported Shares are held in seperate accounts managed by FDSI, each of which, individually, owns less than 1% of the common stock of the Issuer(each a "Separate Account"). FDSI is a registered broker-dealer and an investment adviser registered with the SEC. 79,167 of the Reported Shares are held in Separate Accounts managed by HCM, which is also an investment adviser registered with the SEC. 1,160,895 of the Reported Shares are held by the Hodges Small Cap Fund, a series of Professionally Managed Portfolios, an investment company registered under the Investment Company Act of 1940. 100,000 of the Reported Shares are held by the Hodges Small Intrinsic Value Fund, a series of Professionally Managed Portfolios, an investment company registered under the Investment Company Act of 1940. The investment adviser to both of these funds is HCM, which may be deemed to be a beneficial owner of the funds' Reported Shares. 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. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc., and is a registered investment adviser in accordance with S 240.13d-1(b)(1)(ii)(E) Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc., and is a registered investment adviser in accordance with S 240.13d-1(b)(1)(ii)(E) 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 acquired and are held in the ordinary course of business and 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. Exhibits Exhibit 1: Joint Filing Agreement dated February 10, 2016, among HCHI, Craig D. Hodges, FDSI, HCM, Hodges Small Cap Fund, and Hodges Small Intrinsic Value Fund. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 2016 Craig D. Hodges Chairman EX-99 2 scvlexhibit2015dec31.txt SCVL EXHIBIT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, Tremor Video, Inc.. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completenessof the information concerning such party contained therein; provided, however,that no party is responsible for the accuracy or completeness of the informationconcerning any other party, unless such party knows or has reason to believe thatsuch information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of February 10, 2016. FIRST DALLAS HOLDINGS, INC. By: /s/ Craig D. Hodges Name: Craig D. Hodges Title: Chairman FIRST DALLAS SECURITIES, INC. By: /s/_Craig D. Hodges Name: Craig D. Hodges Title: Chairman HODGES CAPITAL MANAGEMENT, INC. By: /s/_Craig D. Hodges Name: Craig D. Hodges Title: Chairman HODGES SMALL CAP FUND, A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES SMALL CAP FUND By: /s/_Craig D. Hodges Name: Craig D. Hodges Title: Chairman HODGES SMALL INTRINSIC VALUE FUND, A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES SMALL CAP FUND By: /s/_Craig D. Hodges Name: Craig D. Hodges Title: Chairman