UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 12)*
Stein Mart, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of
Securities)
858375-10-8
(CUSIP Number)
December 31, 2006
(Date of Event Which
Requires Filing of this Statement)
| Check |
the
appropriate box to designate the rule pursuant to which this Schedule is filed: |
| |
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d) |
* 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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following
page(s))
Page 1 of 6 Pages
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| CUSIP No. 858375-10-8 |
Page 2 of 6 Pages |
|
| 1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay Stein |
|
| 2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) [_]
(b) [_] |
|
| 4. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
Number
Of Shares
Beneficially
Owned By
Each
Reporting
Person With |
5.
|
|
SOLE VOTING POWER
16,178,571 |
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| 6.
|
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SHARED VOTING POWER
N/A |
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| 7.
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SOLE DISPOSITIVE POWER
16,178,571 |
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| 8.
|
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SHARED DISPOSITIVE POWER
N/A |
|
| 9.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,178,571 |
|
| 10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|_| |
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| 11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.1% |
|
| 12.
|
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TYPE OF REPORTING PERSON
IN |
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*SEE INSTRUCTIONS
BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
|
| CUSIP No. 858375-10-8 |
Page 3 of 6 Pages |
|
| Item 1(a). |
Name of Issuer: |
Stein Mart, Inc.
| Item 1(b). |
Address of Issuer's Principal Executive Offices: |
1200 Riverplace Blvd.
Jacksonville, FL 32207
| Item 2(a). |
Name of Person Filing: |
Jay Stein
| Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
1200 Riverplace Blvd.
Jacksonville, FL 32207
United States
| Item 2(d). |
Title of Class or Securities: |
Common Stock, $0.01 par value
858375-10-8
| Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c), check whether
the person filing is a: |
Inapplicable
| Item 4. |
Ownership as of December 31, 2006. |
| |
(a) Amount
Beneficially Owned:
16,178,571 shares* |
|
| CUSIP No. 858375-10-8 |
Page 4 of 6 Pages |
|
| |
(b) Percent
of Class:
37.1% |
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(c) Number
of shares as to which such person has: |
| |
(i) sole
power to vote or to direct the vote:
16,178,571 shares*
|
| |
(ii) shared
power to vote or to direct the vote:
Inapplicable
|
| |
(iii) sole
power to dispose or to direct the disposition of:
16,178,571 shares*
|
| |
(iv) shared
power to dispose or to direct the disposition of:
Inapplicable
|
| |
* |
Shares
consist of (i) 14,451,379 shares owned by Stein Ventures Limited Partnership, the general
partner of which is Carey Ventures, Inc., (ii) 744,500 shares owned by the Jay Stein
Foundation and over which Mr. Stein has sole voting and dispositive power, (iii) 220,000
shares over which Mr. Stein serves as Custodian under the Florida Uniform Transfers to
Minors Act and has sole voting and dispositive power, (iv) 14,543 shares owned by
Carey Ventures, Inc., a corporation wholly-owned by Jay Stein, (v) 16,549 shares owned by
Jay Stein individually, and (vi) 731,600 shares owned by a trust for the benefit of
Deanie Stein and over which Mr. Stein has sole voting and dispositive power as trustee. |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
| CUSIP No. 858375-10-8 |
Page 5 of 6 Pages |
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent
Holding Company. |
| Item 8. |
Identification and Classification of Members of the Group. |
| Item 9. |
Notice of Dissolution of Group. |
|
| CUSIP No. 858375-10-8 |
Page 6 of 6 Pages |
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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.
February 14, 2007
/s/ Jay Stein
Jay Stein