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* DiMattia Nancy (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) 09/06/2019	3. Issuer Name and Ticker or Trading Symbol TILE SHOP HOLDINGS, INC. [ TTS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	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)

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:

No securities are beneficially owned.

	/s/ Amanda Lorentz as Attorney-in-Fact for Nancy DiMattia pursuant to Power of Attorney filed herewith.	09/13/2019
	** 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 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.
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POWER OF ATTORNEY



The undersigned hereby constitutes and appoints Mark Davis, John R. Houston,

Amanda Lorentz and Andrew Nick, 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 5 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 9th day of September 2019.



    /s/ Nancy DiMattia