Tile Shop (TTSH) Form 4 TILE SHOP / Mark Burton Davis ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

1. Name and Address of Reporting Person^*

Davis Mark Burton

(Last) (First) (Middle)

C/O TILE SHOP HOLDINGS, INC.

14000 CARLSON PARKWAY

(Street)

PLYMOUTH MN 55441

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [ TTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Inv. Relations & CAO

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	10/23/2019		A		57,472(1)	A	$0	72,962(2)	D
Common Stock								820	I	By Child #1
Common Stock								775	I	By Child #2
Common Stock								765	I	By Child #3

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Option (Right to Buy)	$8.58							(3)	10/21/2021	Common Stock	20,000		20,000	D
Stock Option (Right to Buy)	$14.19							(4)	07/14/2022	Common Stock	2,737		2,737	D
Stock Option (Right to Buy)	$8.5							(5)	11/02/2027	Common Stock	5,400		5,400	D

Explanation of Responses:

1. Represents 57,472 shares of restricted stock for which the risks of forfeiture will lapse as to 14,368 shares on each of 10/23/20, 10/23/21, 10/23/22 and 10/23/23.

2. Includes (i) 6,390 shares of restricted stock for which the risks of forfeiture will lapse as to 1,598 shares on each of 2/20/20 and 2/20/21 and as to 1,597 shares on each of 2/20/22 and 2/20/23; and (ii) 57,472 shares of restricted stock for which the risks of forfeiture will lapse as to 14,368 shares on each of 10/23/20, 10/23/21, 10/23/22 and 10/23/23.

3. Fully vested.

4. Options to puchase 548 shares vest on each of 7/14/16 and 7/14/17 and options to purchase 547 shares vest on each of 7/14/18, 7/14/19 and 7/14/20.

5. Options to purchase 1,350 shares vest on each of 11/2/18, 11/2/19, 11/2/20 and 11/2/21.

Remarks:

	/s/ Amanda Lorentz as Attorney-in-Fact for Mark Davis pursuant to Power of Attorney previously filed.	10/25/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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