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
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