Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * GRAY AMY B	2. Issuer Name and Ticker or Trading Symbol STAGE STORES INC [ SSI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP, Chief HR Officer
(Last)          (First)          (Middle) 2425 WEST LOOP SOUTH	3. Date of Earliest Transaction (MM/DD/YYYY) 4/10/2020
(Street) HOUSTON, TX 77027 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	4/10/2020		M(1)		7500	A	$0	94754	D
Common Stock	4/10/2020		D(1)		7500	D	$0.40	87254	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2017 Restricted Stock Unit - 4/10/2017	(2)	4/10/2020		M (1)			7500	(3)	(3)	Common Stock	7500.0 (4)	$0	7500	D

Explanation of Responses:
(1)	Represents the vesting and cash settlement of restricted stock units ("RSU") in accordance with the terms of the award agreement granted on April 10, 2017.
(2)	Each RSU represents the right to receive, at settlement, cash equal to the fair market value of one share of the Issuer's common stock on the vesting date. Upon vesting, each cash settlement shall not exceed five times the per share fair market value of the Issuer's common stock on the grant date multiplied by the number of RSUs vesting.
(3)	The RSUs vest 25% per year on the first four anniversary dates from the grant date of April 10, 2017.
(4)	Represents the portion of the cash-settled RSUs granted on April 10, 2017 that vested on April 10, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GRAY AMY B 2425 WEST LOOP SOUTH HOUSTON, TX 77027			EVP, Chief HR Officer

Signatures
/s/ Gina R. Lampman, Attorney in Fact for Amy B. Gray		4/13/2020
**Signature of Reporting Person		Date