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Chereskin Benjamin D – ‘4’ for 9/2/09 re: Tuesday Morning Corp./DE

On:  Friday, 9/4/09, at 5:14pm ET   ·   For:  9/2/09   ·   As:  Director and 10% Owner   ·   Accession #:  1181431-9-42869   ·   File #:  0-19658

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/04/09  Chereskin Benjamin D              4          Dir.,%Own.  2:13K  Tuesday Morning Corp./DE          R R Donnelley … Filer/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     10K 
                Securities by an Insider -- rrd252391.xml/3.3                    
 2: EX-24.1     Limited Power of Attorney                           HTML      7K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — rrd252391.xml/3.3



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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*
CHERESKIN BENJAMIN D
(Last)(First)(Middle)
THREE FIRST NATIONAL PLAZA, SUITE 4600
(Street)
CHICAGOIL60602
(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)
XDirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
9/2/09
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 9/2/09 J (1) 550,000D$010,838,526ISee footnotes (2) (3)
Common Stock 9/2/09 J (4) 101,554A$0101,554ISee footnotes (4) (5)
Common Stock 9/2/09 J (6) 1,178A$01,178D (6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1)  Reflects a pro rata distribution of shares of common stock of the issuer by Madison Dearborn Capital Partners II, L.P. ("MDCP II"), the record owner of the shares, to its general and limited partners on September 2, 2009, including Madison Dearborn Partners II, L.P. ("MDP II"), the sole general partner of MDCP II; following the distribution and on the same day, MDP II further distributed (on a pro-rata basis) a portion of the shares of common stock of the issuer it received from MDCP II to its general and limited partners (the "Distribution").
(2)  MDP II is the general partner of MDCP II. The shares held by MDCP II may be deemed to be beneficially owned by MDP II, the sole general partner of MDCP II. The reporting person is a managing director of the general partner of MDP II (and a limited partner of MDP II), and therefore may be deemed to share beneficial ownership of the shares owned directly by MDCP II. John A. Canning, Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP II that has the power, acting by majority vote, to vote or dispose of the shares directly held by MDCP II. The reporting person and Messrs. (Continued in Footnote 3)
(3)  Canning, Finnegan and Mencoff and MDP II each hereby disclaims any beneficial ownership of any shares directly held by MDCP II or by MDP II, except to the extent of their respective pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
(4)  Consists of shares of common stock of the issuer received by MDP II pursuant to the distribution by MDCP II to its partners, and retained by it following the Distribution.
(5)  The reporting person is a managing director of the general partner of MDP II (and a limited partner of MDP II) and may be deemed to have an indirect pecuniary interest in the shares owned by MDP II to the extent of the reporting person's proportionate interest in MDP II.
(6)  Consists of 471 shares of common stock of the issuer held of record by Mr. Chereskin, as well as 707 shares held of record by LEGATUM Partners, L.P., of which shares Mr. Chereskin is the beneficial owner, all of which shares were received by the reporting person pursuant to the Distribution. In previous reports, the reporting person reported indirect beneficial ownership of these shares, which were previously held of record by MDCP II.
/s/ Mark B. Tresnowski, as attorney-in-fact 9/4/09
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    J    Other acquisition or disposition.

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Filing Submission 0001181431-09-042869   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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