Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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 (however, see the Notes).
1
|
NAMES OF REPORTING PERSONS
Leigh Anne Weaver
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
|
5
|
SOLE VOTING POWER
893,519 (1)
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
893,519 (1)
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
893,519 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) ¨
N/A
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3% (1) (2)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
(1) Represents shares
held by the J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh Anne Weaver (the “2018 GRAT”) after the distribution
of 642,768 shares from the 2018 GRAT to J. Wayne Weaver as an annuity payment on April 27, 2020, in accordance with the terms
of the 2018 GRAT, shares held by the J. Wayne Weaver 2019 Grantor Retained Annuity Trust for Leigh Anne Weaver (the “2019
GRAT”) after the distribution of 106,581 shares from the 2019 GRAT to J. Wayne Weaver as an annuity payment on September 8,
2020, and shares held by the J. Wayne Weaver 2020 Grantor Retained Annuity Trust for Leigh Anne Weaver (the “2020 GRAT”).
Leigh Anne Weaver is the sole trustee of each of the 2018 GRAT, the 2019 GRAT and the 2020 GRAT and, as sole trustee, has sole
voting and dispositive power with respect to the shares held by the 2018 GRAT, the 2019 GRAT and the 2020 GRAT.
(2) Based on 14,103,570
outstanding shares of the Issuer’s common stock as of December 1, 2020, as reported by the Issuer in its Quarterly Report
on Form 10-Q for the period ended October 31, 2020, filed with the Securities and Exchange Commission on December 4,
2020.
1
|
NAMES OF REPORTING PERSONS
J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh
Anne Weaver
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF
|
5
|
SOLE VOTING POWER
11,636 (1)
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
11,636 (1)
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,636 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) ¨
N/A
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% (1) (2)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
(1) Represents shares
held by the 2018 GRAT after the distribution of 642,768 shares from the 2018 GRAT to J. Wayne Weaver as an annuity payment on April 27,
2020, in accordance with the terms of the 2018 GRAT. Leigh Anne Weaver, as the sole trustee of the 2018 GRAT, has sole voting and
dispositive power over these shares.
(2) Based on 14,103,570
outstanding shares of the Issuer’s common stock as of December 1, 2020, as reported by the Issuer in its Quarterly Report
on Form 10-Q for the period ended October 31, 2020, filed with the Securities and Exchange Commission on December 4,
2020.
1
|
NAMES OF REPORTING PERSONS
J. Wayne Weaver 2019 Grantor Retained Annuity
Trust for Leigh Anne Weaver
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF
|
5
|
SOLE VOTING POWER
239,115 (1)
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
239,115 (1)
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,115 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) ¨
N/A
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% (1) (2)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
(1) Represents shares
held by the 2019 GRAT after the distribution of 106,581 shares from the 2019 GRAT to J. Wayne Weaver as an annuity payment on September 8,
2020, in accordance with the terms of the 2019 GRAT. Leigh Anne Weaver, as the sole trustee of the 2019 GRAT, has sole voting and
dispositive power over these shares.
(2) Based on 14,103,570
outstanding shares of the Issuer’s common stock as of December 1, 2020, as reported by the Issuer in its Quarterly Report
on Form 10-Q for the period ended October 31, 2020, filed with the Securities and Exchange Commission on December 4,
2020.
1
|
NAMES OF REPORTING PERSONS
J. Wayne Weaver 2020 Grantor Retained Annuity
Trust for Leigh Anne Weaver
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF
|
5
|
SOLE VOTING POWER
642,768 (1)
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
642,768 (1)
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
642,768 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) ¨
N/A
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6% (1) (2)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
(1) Represents shares
held by the 2020 GRAT. Leigh Anne Weaver, as the sole trustee of the 2020 GRAT, has sole voting and dispositive power over these
shares.
(2) Based on 14,103,570
outstanding shares of the Issuer’s common stock as of December 1, 2020, as reported by the Issuer in its Quarterly Report
on Form 10-Q for the period ended October 31, 2020, filed with the Securities and Exchange Commission on December 4,
2020.
Item 1.
Shoe Carnival, Inc. (the “Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
7500 East Columbia Street
Evansville, Indiana 47715
Item 2.
|
(a)
|
Name of Person Filing
|
|
(ii)
|
J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh Anne Weaver (the “2018 GRAT”)
|
|
(iii)
|
J. Wayne Weaver 2019 Grantor Retained Annuity Trust for Leigh Anne Weaver (the “2019 GRAT”)
|
|
(iv)
|
J. Wayne Weaver 2020 Grantor Retained Annuity Trust for Leigh Anne Weaver (the “2020 GRAT”)
|
Ms. Weaver serves as the sole trustee of each
of the 2018 GRAT, the 2019 GRAT and the 2020 GRAT.
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
10 Sheffield West
Winchester, MA 01890
c/o DAR Group Investments
501 Riverside Avenue
Suite 900
Jacksonville, FL 32202
c/o DAR Group Investments
501 Riverside Avenue
Suite 900
Jacksonville, FL 32202
c/o DAR Group Investments
501 Riverside Avenue
Suite 900
Jacksonville, FL 32202
|
(i)
|
Leigh Anne Weaver: United States
|
|
(ii)
|
The 2018 GRAT is a trust formed under the laws of the State of Florida
|
|
(iii)
|
The 2019 GRAT is a trust formed under the laws of the State of Florida
|
|
(iv)
|
The 2020 GRAT is a trust formed under the laws of the State of Florida
|
|
(d)
|
Title of Class of Securities
|
Common Stock, par value $0.01 per share (“Common
Stock”)
824889109
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
|
|
(a)
|
¨ Broker
or dealer registered under section 15 of the Act.
|
|
(b)
|
¨ Bank
as defined in section 3(a)(6) of the Act.
|
|
(c)
|
¨ Insurance
company as defined in section 3(a)(19) of the Act.
|
|
(d)
|
¨ Investment
company registered under section 8 of the Investment Company Act of 1940.
|
|
(e)
|
¨ An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
¨ An employee benefit plan or endowment fund
in accordance with § 240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
¨ A parent holding company or control person
in accordance with § 240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
¨ A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
¨
|
A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
|
|
(j)
|
¨ A non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
¨ Group, in accordance
with § 240.13d-1(b)(1)(ii)(K).
|
|
(a)
|
Amount Beneficially Owned
|
|
(i)
|
Leigh Anne Weaver:
|
893,519
shares*
|
|
(ii)
|
2018 GRAT:
|
11,636
shares**
|
|
(iii)
|
2019 GRAT:
|
239,115
shares***
|
|
(iv)
|
2020 GRAT:
|
642,768
shares****
|
* Includes 11,636 shares held by the 2018 GRAT, 239,115
shares held by the 2019 GRAT and 642,768 shares held by the 2020 GRAT. Ms. Weaver is the sole trustee of each of the 2018
GRAT, the 2019 GRAT and the 2020 GRAT and, as sole trustee, has sole voting and dispositive power with respect to the shares held
by the 2018 GRAT, the 2019 GRAT and the 2020 GRAT.
** Ms. Weaver is the sole trustee of the 2018
GRAT.
*** Ms. Weaver is the sole trustee of the 2019
GRAT.
****Ms. Weaver is the sole trustee of the 2020
GRAT.
(b) Percent
of Class
|
(i)
|
Leigh Anne Weaver:
|
6.3%
|
|
|
|
|
|
(ii)
|
2018 GRAT:
|
0.1%
|
|
|
|
|
|
(iii)
|
2019 GRAT:
|
1.7%
|
|
|
|
|
|
(iv)
|
2020 GRAT:
|
4.6%
|
The percentage of shares beneficially owned is based
on 14,103,570 outstanding shares of the Issuer’s common stock as of December 1, 2020, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the period ended October 31, 2020, filed with the Securities and Exchange Commission
on December 4, 2020.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote
|
|
(i)
|
Leigh Anne Weaver:
|
893,519
|
|
|
|
|
|
(ii)
|
2018 GRAT:
|
11,636
|
|
|
|
|
|
(iii)
|
2019 GRAT:
|
239,115
|
|
|
|
|
|
(iv)
|
2020 GRAT:
|
642,768
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
(i)
|
Leigh Anne Weaver:
|
0
|
|
|
|
|
|
(ii)
|
2018 GRAT:
|
0
|
|
|
|
|
|
(iii)
|
2019 GRAT:
|
0
|
|
|
|
|
|
(iv)
|
2020 GRAT:
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
(i)
|
Leigh Anne Weaver:
|
893,519
|
|
|
|
|
|
(ii)
|
2018 GRAT:
|
11,636
|
|
|
|
|
|
(iii)
|
2019 GRAT:
|
239,115
|
|
|
|
|
|
(iv)
|
2020 GRAT:
|
642,768
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
(i)
|
Leigh Anne Weaver:
|
0
|
|
|
|
|
|
(ii)
|
2018 GRAT:
|
0
|
|
|
|
|
|
(iii)
|
2019 GRAT:
|
0
|
|
|
|
|
|
(iv)
|
2020 GRAT:
|
0
|
|
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 ¨.
Not Applicable
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
239,115 of the shares
reported are held by the 2019 GRAT established by J. Wayne Weaver, Leigh Anne Weaver’s father, over which shares Leigh Anne
Weaver, as the sole trustee of the 2019 GRAT, has sole voting and dispositive power. Under the terms of the 2019 GRAT, J. Wayne
Weaver receives annuity payments from the 2019 GRAT during its two-year term, and any amounts remaining after such annuity payments
to J. Wayne Weaver are distributable to or for the benefit of Leigh Anne Weaver and her descendants.
642,768 of the shares
reported are held by the 2020 GRAT established by J. Wayne Weaver, over which shares Leigh Anne Weaver, as the sole trustee of
the 2020 GRAT, has sole voting and dispositive power. Under the terms of the 2020 GRAT, J. Wayne Weaver receives annuity payments
from the 2020 GRAT during its two-year term, and any amounts remaining after such annuity payments to J. Wayne Weaver are distributable
to or for the benefit of Leigh Anne Weaver and her descendants.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person
|
Not Applicable
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not Applicable
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination
under § 240.14a-11.
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 12, 2021
|
|
By:
|
/s/ Leigh Anne Weaver
|
|
|
Leigh Anne Weaver
|
|
|
|
|
|
J. Wayne Weaver 2018 Grantor Retained
|
|
Annuity Trust for Leigh Anne Weaver
|
|
|
|
|
|
By:
|
/s/ Leigh Anne Weaver
|
|
|
Leigh Anne Weaver, Trustee
|
|
|
|
|
|
J. Wayne Weaver 2019 Grantor Retained
|
|
Annuity Trust for Leigh Anne Weaver
|
|
|
|
|
|
By:
|
/s/ Leigh Anne Weaver
|
|
|
Leigh Anne Weaver, Trustee
|
|
|
|
|
|
J. Wayne Weaver 2020 Grantor Retained
|
|
Annuity Trust for Leigh Anne Weaver
|
|
|
|
|
|
By:
|
/s/ Leigh Anne Weaver
|
|
|
Leigh Anne Weaver, Trustee
|
|
EXHIBIT INDEX
Exhibit Number
|
Exhibit
|
99.1
|
Joint Filing Agreement dated February 12, 2021 by and between Leigh Anne Weaver, the J. Wayne Weaver 2018 Grantor Retained Annuity Trust for Leigh Anne Weaver, the J. Wayne Weaver 2019 Grantor Retained Annuity Trust for Leigh Anne Weaver and the J. Wayne Weaver 2020 Grantor Retained Annuity Trust for Leigh Anne Weaver
|