Tuesday Morning (TUEMQ) Form 4 TUESDAY MORNING / Steven R Becker 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Becker Steven R

(Last) (First) (Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TUESDAY MORNING CORP/DE [ TUES ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2017

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	05/24/2017		J		1,049,782(1)	D	$0.00	194,405	I	See Footnotes(2)(3)(4)(5)
Common Stock	05/24/2017		P		40,100	A	$1.85	593,137(6)	D(2)(3)
Common Stock	05/25/2017		J		173,941(1)	D	$0.00	20,464	I	See Footnotes(2)(3)(4)(5)
Common Stock	05/25/2017		P		50,000	A	$1.7998	643,137(6)	D(2)(3)
Common Stock	05/26/2017		J		20,464(1)	D	$0.00	0	I	See Footnotes(2)(3)(4)(5)

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
Non-Qualified Stock Option (Right to Buy)	$6.71							(7)	09/01/2026	Common Stock	248,385		248,385	D(2)(3)
Non-Qualified Stock Option (Right to Buy)	$5.64							(8)	02/02/2026	Common Stock	295,508		295,508	D(2)(3)
Non-Qualified Stock Option (Right to Buy)	$4.22							(9)	07/01/2022	Common Stock	10,000		10,000	D(2)(3)

Explanation of Responses:

1. Represents shares of common stock of Tuesday Morning Corporation, par value $0.01 per share ("Shares"), that were distributed by Western Family Value I, L.P. ("WFV I") on a pro rata basis to partners of WFV I (the "WFV Distribution").

2. This statement is filed by and on behalf of Steven R. Becker. Mr. Becker and WFV I are the direct beneficial owners of the securities covered by this statement.

3. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

4. Mr. Becker is a limited partner of, and may be deemed to beneficially own certain securities owned by, WFV I. Western Family Value, LLC ("WFV") is the general partner of, and may be deemed to beneficially own securities owned by, WFV I. Mr. Becker is the sole member of, and may be deemed to beneficially own securities owned by, WFV.

5. Represents Shares directly beneficially owned by WFV I.

6. Includes 204,635 Shares received by Mr. Becker from WFV I as a result of the WFV Distribution. The acquisition of such Shares by Mr. Becker in the WFV Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of such Shares by Mr. Becker in the WFV Distribution from Section 16 of the Exchange Act.

7. The option vests in equal annual installments over four years beginning on the first anniversary of the grant date. The option was granted to Mr. Becker on September 1, 2016 pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan.

8. The option vests in equal annual installments over four years beginning on the first anniversary of the grant date. The option was granted to Mr. Becker on February 2, 2016 pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan.

9. The option is fully vested and currently exercisable, and was granted to Mr. Becker on July 1, 2012 pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan.

Remarks:

	/s/ Steven R. Becker	05/26/2017
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.