0001483885-17-000005.txt : 20170227 0001483885-17-000005.hdr.sgml : 20170227 20170227155508 ACCESSION NUMBER: 0001483885-17-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170227 DATE AS OF CHANGE: 20170227 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42925 FILM NUMBER: 17641561 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/A 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/A 1 scvl2016dec31.txt SCVL 13G/A FILING 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, 2016 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: 777,105 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 824,140 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 824,140 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 4.4% 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: 777,105 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 824,140 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 824,140 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 4.4% 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: 615 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 615 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: 777,105 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 823,525 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 823,525 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 4.4% 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: 737,105 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 737,105 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 737,105 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 4.0% 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: 40,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 40,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 40,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 0.2% 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. 824,140 Craig D. Hodges 824,140 First Dallas Securities, Inc. 615 Hodges Capital Management, Inc. 823,525 Hodges Small Cap Fund 737,105 Hodges Small Intrnsc Val Fund 40,000 (b) Percent of class: Hodges Capital Holdings, Inc. 4.4% Craig D. Hodges 4.4% First Dallas Securities, Inc. <0.1% Hodges Capital Management, Inc. 4.4% Hodges Small Cap Fund 4.0% Hodges Small Intrnsc Val Fund 0.2% The calculation of the percentage of beneficial ownership of the Company's common stock is based upon 18,422,425 shares outstanding on November 22, 2016, as disclosed by the Company in its Quarterly Report on Form 10-Q for the period ended October 29, 2016. (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. 777,106 Craig D. Hodges 777,106 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 777,106 Hodges Small Cap Fund 737,105 Hodges Small Intrnsc Val Fund 40,000 (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. 824,140 Craig D. Hodges 824,140 First Dallas Securities, Inc. 615 Hodges Capital Management, Inc. 823,525 Hodges Small Cap Fund 737,105 Hodges Small Intrnsc Val Fund 40,000 The reported shares are shares of common stock of the Issuer, par value $0.01. All 824,140 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. 615 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. 46,420 of the Reported Shares are held in Separate Accounts managed by HCM, which is also an investment adviser registered with the SEC. 737,105 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. 40,000 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. x 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 24, 2017, 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 24, 2017 Craig D. Hodges Chairman