SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
    CORPORATION FINANCE  ``

April  6, 2020

D. Hunt Hawkins
Chief Executive Officer
Stein Mart, Inc.
1200 Riverplace Blvd.
Jacksonville, FL 32207

 Re: Stein Mart , Inc.
  Amendment No. 1 to  preliminary merger proxy statement on Schedule 14A
  Filed on April 3 , 2020 by Stein Mart, Inc.
  File No. 000 -20052
Schedule 13E -3/A
  Filed on April 3 , 2020 by Stein Mart, Inc., et al.
  File No. 005-43686

Dear Mr. Hawkins :

We have reviewed the above -captioned filing s, and have the following comments .  All
defined terms used herein have the same meaning as in the proxy statement filed under cover of
Schedule 14A .  In some of our comments, we may ask you to provide us with information so we
may be tter understand your disclosure.

Please respond to this letter by amending your filing s, by prov iding the requested
information  or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and c ircumstances , or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing s, and any information you provide in
response to these comments, we may have additional comments.

Schedule 13E -3/A

1. Please s ee comment 4 in our  comment letter dated March 23, 2020.  Although we note
the exhibit index has been revised to include  the Company’s most recent annual report
on Form 10 -K and quarterly report on Form 10 -Q, General Instruction F of Schedule
13E-3 also requires an express reference to such document s in answer to the relevant
item.  Accordingly, please revise Item 13 to include an express reference to the financial
information that is being incorporated by reference from those periodic reports .

D. Hunt Hawkins
c/o Stein Mart, Inc.
April  6, 2020
Page | 2

 Amendment No. 1 to preliminary merger proxy statement on Schedule 14A

2. Please s ee comment 5 in our last comment letter dated March 23, 2020.  As noted in that
comment, t he legend required by Rule 13e -3(e)(1)(iii) is required to appear on the
outside front cover  page of the disclosure document that must be distributed to
unaffiliated security holders under the federal securities laws.   As the Notice of Special
Meeting of Shareholders  is not a required disclosure  under the federal securities laws,
please revise th e submission to ensure that the legend appears on the outside front cover
page of a federally -mandated disclosure document  (i.e., the proxy statement) .

3. The response to  comment 15 in our commen t letter dated March 23, 2020 represent s that
the shares were released from escrow pursuant to a request made by Parent and Mr.
Stein for the purpose of subjecting those shares  to the provisions of the voting
agreement.  In light of the stated intentions of the parties in effecting this transaction ,
please clarify the legal basis for concluding that the release of those shares from escrow
does not constitute “a transaction effected with a view to increasing the probability of
success or reducing the aggregate expense of, or otherwise fac ilitating” the merger.  See
Question  and Answer  4 in Release No. 34 -17719 (April 13, 1981).

* * *

 We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3266.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc: John J. Wolfel, Esq.