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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Davis Mark Burton |
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2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [TTSH]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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VP Inv. Relations & CAO
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C/O TILE SHOP HOLDINGS, INC, 14000 CARLSON PARKWAY |
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2022 |
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PLYMOUTH, MN 55441 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 10/23/2022 |
| F |
| 4,397 (1) | D |
$3.96 | 110,740 (2) (3) | D |
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| Common Stock |
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| 820 | I | By Child #1 |
| Common Stock |
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| 775 | I | By Child #2 |
| Common Stock |
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| 765 | I | By Child #3 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Stock Option (Right to Buy) |
$8.50 |
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(4) | 11/06/2027 | Common Stock | 5,400 |
| 5,400 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Davis Mark Burton
C/O TILE SHOP HOLDINGS, INC
14000 CARLSON PARKWAY
PLYMOUTH, MN 55441 |
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VP Inv. Relations & CAO |
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Signatures
| /s/ Mark B. Davis | |
10/25/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock grant by directing the Issuer to withhold shares otherwise issuable upon vesting of the previously reported grant. |
| (2) | Includes (i) 1,598 shares of restricted stock for which the risk of forfeiture will lapse on 2/20/23; (ii) 14,368 shares of restricted stock for which the risk of forfeiture will lapse on 10/23/23; (iii) 7,123 shares of restricted stock for which the risks of forfeiture will lapse as to 3,562 shares on 3/16/23 and 3,561 shares on 3/16/24; (iv) 5,073 shares of restricted stock for which the risks of forfeiture will lapse as to 2,533 shares on 3/15/23 and 2,540 shares on 3/15/24; (v) 7,706 shares of restricted stock for which the risks of forfeiture will lapse in three equal annual installments on each of 3/7/23, 3/7/24 and 3/7/25; and |
| (3) | (vi) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Davis remaining in continuous employment with the Issuer prior to and as of December 31 of the year preceding the applicable vesting date and the Issuer achieving its performance target for each respective year: (A) 10,649 shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 4,564 and 6,085 shares on each of the dates that the Issuer files its annual report for the years ending December 31, 2022 and 2023, respectively, and (B) 15,411 shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 30%, 30% and 40% of the shares on each of the dates that the Issuer files its annual report for the years ending December 31, 2022, 2023 and 2024, respectively. The Issuer's proxy statement contains additional information regarding the applicable performance targets. |
| (4) | Fully exercisable. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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