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*
Davis Mark Burton

(Last) (First) (Middle)
C/O TILE SHOP HOLDINGS, INC.
14000 CARLSON PARKWAY

(Street)
PLYMOUTH MN 55441

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [ TTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Inv. Relations & CAO
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2019
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 10/23/2019 A 57,472(1) A $0 72,962(2) D
Common Stock 820 I By Child #1
Common Stock 775 I By Child #2
Common Stock 765 I By Child #3
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
Stock Option (Right to Buy) $8.58 (3) 10/21/2021 Common Stock 20,000 20,000 D
Stock Option (Right to Buy) $14.19 (4) 07/14/2022 Common Stock 2,737 2,737 D
Stock Option (Right to Buy) $8.5 (5) 11/02/2027 Common Stock 5,400 5,400 D
Explanation of Responses:
1. Represents 57,472 shares of restricted stock for which the risks of forfeiture will lapse as to 14,368 shares on each of 10/23/20, 10/23/21, 10/23/22 and 10/23/23.
2. Includes (i) 6,390 shares of restricted stock for which the risks of forfeiture will lapse as to 1,598 shares on each of 2/20/20 and 2/20/21 and as to 1,597 shares on each of 2/20/22 and 2/20/23; and (ii) 57,472 shares of restricted stock for which the risks of forfeiture will lapse as to 14,368 shares on each of 10/23/20, 10/23/21, 10/23/22 and 10/23/23.
3. Fully vested.
4. Options to puchase 548 shares vest on each of 7/14/16 and 7/14/17 and options to purchase 547 shares vest on each of 7/14/18, 7/14/19 and 7/14/20.
5. Options to purchase 1,350 shares vest on each of 11/2/18, 11/2/19, 11/2/20 and 11/2/21.
Remarks:
/s/ Amanda Lorentz as Attorney-in-Fact for Mark Davis pursuant to Power of Attorney previously filed. 10/25/2019
** 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.