SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
LIVINGSTON PHILIP B

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

(Street)
PLYMOUTH MN 55441

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2016
3. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [ TTS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,218 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
/s/ Amanda Lorentz as Attorney-in-Fact for Philip B. Livingston pursuant to Power of Attorney filed herewith. 08/04/2016
** 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 5 (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.
POWER OF ATTORNEY



 The undersigned hereby constitutes and appoints Kirk Gedelmann,

John R. Houston, Elizabeth M. Dunshee and Amanda Lorentz, or either of

them acting alone, the undersigned's true and lawful attorneys-in-fact

and agent with full power of substitution and resubstitution,

for the undersigned and in the undersigned's name, place and stead,

in any and all capacities, to sign any or all Forms 3, 4 and

relating to beneficial ownership of securities of The Tile Shop

Holdings, Inc. (the "Issuer"), to file the same, with all exhibits

thereto and other documents in connection therewith, with the Securities

and Exchange Commission and to deliver a copy of the same to the Issuer,

granting unto said attorney-in-fact and agent full power and authority to

do and perform each and every act and thing requisite and necessary to be

done in and about the premises, as fully to all intents and purposes as

the undersigned might or could do in person, hereby ratifying and

confirming all said attorneys-in-fact and agent, or his substitute or

substitutes, may lawfully do or cause to be done by virtue thereof.  The

undersigned acknowledges that the foregoing attorney-in-fact, in serving

in such capacity at the request of the undersigned, is not assuming any

of the undersigned's responsibilities to comply with Section 16 of the

Securities Exchange Act of 1934.



 This Power of Attorney shall remain in effect until such time as

the undersigned is no longer subject to the provisions of Section 16 of

the Securities Exchange Act or 1934 with respect to securities of the

Issuer.



 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 3rd day of August 2016.



     /s/ Philip B. Livingston