Fir Tree Capital Management SC 13G/A Tile Shop Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Tile Shop Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

88677Q109

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 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).

CUSIP No. 88677Q109				13G	Page 2 of 7 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fir Tree Value Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)     o (b)     x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES						o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON* PN

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CUSIP No. 88677Q109				13G	Page 3 of 7 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fir Tree, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)     o (b)     x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES						o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON* CO, IA

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SCHEDULE 13G/A

Item 1(a)	Name of Issuer.
	Tile Shop Holdings, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices.
	14000 Carlson Parkway
	Plymouth, Minnesota 55441
Item 2(a)	Name of Person Filing.
Item 2(b)	Address of Principal Business Office.
Item 2(c)	Place of Organization.
	Fir Tree Value Master Fund, L.P.
	c/o Citco Fund Services (Cayman Islands) Limited
	89 Nexus Way, Camana Bay
	Box 31106, Grand Cayman
	KY1-1205, Cayman Islands
	A Cayman Islands exempted limited partnership
	Fir Tree, Inc.
	505 Fifth Avenue
	23rd Floor
	New York, New York 10017
	A New York corporation
	Fir Tree, Inc. (“Fir Tree”) is the investment manager of Fir Tree Value Master Fund, L.P. (“Fir Tree Value”), and has been granted investment discretion over portfolio investments, including the Common Stock par value $.0001 per share (the “Common Stock”), held by Fir Tree Value. In light of the change in beneficial ownership as reflected in this Amendment, the Reporting Persons have no further reporting obligations on Schedule 13G with respect to their ownership of shares of the Company.
Item 2(d)	Title of Class of Securities.
	Common Stock, par value $.0001 per share (the “Common Stock”)
Item 2(e)	CUSIP Number.
	88677Q109
Item 3	Reporting Person.
	Inapplicable.
Item 4	Ownership.
	The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Item 5	Ownership of Five Percent or Less of a Class.
	This Amendment is being filed to report the fact that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock of the Company.
Item 6	Ownership of More Than Five Percent on Behalf of Another Person.

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	Inapplicable.
Item 7	Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the   Parent Holding Company.
	Inapplicable.
Item 8	Identification and Classification of Members of the Group.
	Inapplicable.
Item 9	Notice of Dissolution of Group.
	Inapplicable.
Item 10	Certification.
	Inapplicable.

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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.

Date: November 8, 2013

FIR TREE VALUE MASTER FUND, L.P.
By:   FIR TREE, INC., its Manager
By:	/s/ James Walker
Name:	James Walker
Title:	Managing Director
FIR TREE, INC.
By:	/s/ James Walker
Name:	James Walker
Title:	Managing Director

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