Tuesday Morning (TUEMQ) Form 4 TUESDAY MORNING / Douglas J Dossey 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^*

Dossey Douglas J

(Last) (First) (Middle)

6250 LBJ FWY

(Street)

DALLAS TX 75240

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2021

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	11/16/2021		A		29,091(1)	A	$0.00	81,091	D
Common Stock								20,158,593	I	see footnotes(2)(3)(4)

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

Explanation of Responses:

1. These shares represent shares of restricted stock units, all of which vest on the one year anniversary of the grant date, subject to the terms of the Company's long-term incentive plan and the applicable award agreement.

2. These securities are held directly by Osmium Partners (Larkspur SPV), LP ("Osmium Larkspur), the general partner of which is Osmium Partners (Equation) LLC ("Osmium Equation"). The Managing Members of Osmium Equation are Osmium Partners, LLC and Tensile Capital Partners Master Fund LP.

3. The general partner and investment adviser of Tensile Capital Partners Master Fund LP are Tensile Capital GP LLC and Tensile Capital Management LP, respectively. The general partner of Tensile Capital Management LP is Tensile Capital Management GP LLC.

4. Douglas J. Dossey is a controlling principal of Tensile Capital Management LP, Tensile Capital Management GP LLC, and Tensile Capital GP LLC. Mr. Dossey may be deemed to share beneficial ownership of these securities with Osmium Equation. Mr. Dossey disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Mr. Dossey is the beneficial owner of these securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

	By: /s/ Bridgett Zeterberg, Attorney in Fact for Douglas Dossey	11/18/2021
	** 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).
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