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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 10/23/22 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1552800 |
| Issuer Name: TILE SHOP HOLDINGS, INC. |
| Issuer Trading Symbol: TTSH |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1787766 |
| | Owner Name: Davis Mark Burton |
| Reporting Owner Address: |
| | Owner Street 1: C/O TILE SHOP HOLDINGS, INC |
| | Owner Street 2: 14000 CARLSON PARKWAY |
| | Owner City: PLYMOUTH |
| | Owner State: MN |
| | Owner ZIP Code: 55441 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: VP Inv. Relations & CAO |
| | Other Text: |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 10/23/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,397 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 3.96 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 110,740 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 820 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Child #1 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 775 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Child #2 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 765 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Child #3 |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 8.5 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 11/6/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 5,400 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,400 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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 |
| Footnote - F3: (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. |
| Footnote - F4: Fully exercisable. |
| Owner Signature: |
| Signature Name: /s/ Mark B. Davis |
| Signature Date: 10/25/22 |
