0001104659-23-030200.txt : 20230308 0001104659-23-030200.hdr.sgml : 20230308 20230308192744 ACCESSION NUMBER: 0001104659-23-030200 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230306 FILED AS OF DATE: 20230308 DATE AS OF CHANGE: 20230308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lolmaugh Cabell CENTRAL INDEX KEY: 0001731797 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35629 FILM NUMBER: 23717708 MAIL ADDRESS: STREET 1: C/O 14000 CARLSON PARKWAY CITY: PLYMOUTH STATE: MN ZIP: 55441 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TILE SHOP HOLDINGS, INC. CENTRAL INDEX KEY: 0001552800 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 455538095 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14000 CARLSON PARKWAY CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 763-852-2950 MAIL ADDRESS: STREET 1: 14000 CARLSON PARKWAY CITY: PLYMOUTH STATE: MN ZIP: 55441 4 1 tm238981-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2023-03-06 0 0001552800 TILE SHOP HOLDINGS, INC. TTSH 0001731797 Lolmaugh Cabell C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH MN 55441 1 1 0 0 Chief Executive Officer Common Stock 2023-03-06 4 A 0 18520 0 A 205272 D Common Stock 2023-03-06 4 A 0 37039 0 A 242311 D Common Stock 2023-03-07 4 F 0 1845 4.94 D 240466 D Stock Option (Right to Buy) 8.5 2027-11-06 Common Stock 26900 26900 D Stock Option (Right to Buy) 5.55 2028-02-22 Common Stock 56000 56000 D Stock Option (Right to Buy) 6.26 2029-02-20 Common Stock 97067 97067 D Represents shares of restricted stock for which the risks of forfeiture will lapse in three equal annual installments on each of 3/6/24, 3/6/25 and 3/6/26, subject to continuous employment as of the applicable vesting date. Represents shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 30% of the shares on the date the Issuer files its annual report for the year ending December 31, 2023, 30% of the shares on the date the Issuer files its annual report for the year ending December 31, 2024, and 40% of the shares on the date the Issuer files its annual report for the year ending December 31, 2025, subject to (i) Mr. Lolmaugh remaining in continuous employment with the Issuer through December 31 of the year preceding the applicable vesting date and (ii) the Issuer achieving 15%, 20%, and 20% of adjusted pre-tax return on capital employed (as such results are reported in the Issuer's annual report for the applicable year) for each respective year. 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. Includes (i) 56,988 shares of restricted stock for which the risks of forfeiture will lapse as to 28,494 shares on each of 3/16/23 and 3/16/24; (ii) 10,147 shares of restricted stock for which the risks of forfeiture will lapse as to 5,066 shares on 3/15/23 and 5,081 shares on 3/15/24; (iii) 10,274 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/7/24 and 3/7/25; (iv) 18,520 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/6/24, 3/6/25 and 3/6/26; and (v) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Lolmaugh remaining in continuous employment with the Issuer through December 31 of the year preceding the applicable vesting date and the Issuer achieving its performance target for each respective year: (A) 12,171 shares for which the risks of forfeiture will lapse on the date the Issuer files its annual report for the 2023 fiscal year; (B) 21,576 shares for which the risks of forfeiture will lapse as to 30% and 40% of the initial number of shares granted on each of the dates the Issuer files its annual report for the 2023 and 2024 fiscal years, respectively; and (C) 37,039 shares for which the risks of forfeiture will lapse as to 30%, 30% and 40% on each of the dates the Issuer files its annual report for the 2023, 2024 and 2025 fiscal years, respectively. The Issuer's proxy statement contains additional information regarding the applicable performance targets. Fully exercisable. /s/ Cabell Lolmaugh 2023-03-08