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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*
Davis Mark Burton
(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)
VP Inv. Relations & CAO
 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 15,490(1) 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 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
Stock Option (Right to Buy) (2) 10/21/2021 Common Stock 20,000 8.58 D
Stock Option (Right to Buy) (3) 07/14/2022 Common Stock 2,737 14.19 D
Stock Option (Right to Buy) (4) 11/02/2027 Common Stock 5,400 8.5 D
Explanation of Responses:
1. Includes 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.
2. Options to purchase 4,000 shares vest on each of 10/21/15, 10/21/16, 10/21/17, 10/21/18 and 10/21/19.
3. Options to purchase 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.
4. Option 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 Burton Davis 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.
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 Nancy DiMattia, 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 5th day of September 2019.



    /s/ Mark Davis