UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Tile Shop Holdings, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
88677Q109
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 88677Q109
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13G
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fir Tree Value Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON*
PN
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- 2 -
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CUSIP No. 88677Q109
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13G
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Page 3 of 7 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fir Tree, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o | |||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON*
CO, IA
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- 3 -
SCHEDULE 13G/A
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Item 1(a)
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Name of Issuer.
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Tile Shop Holdings, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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14000 Carlson Parkway
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Plymouth, Minnesota 55441
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office.
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Item 2(c)
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Place of Organization.
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Fir Tree Value Master Fund, L.P.
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c/o Citco Fund Services (Cayman Islands) Limited
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89 Nexus Way, Camana Bay
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Box 31106, Grand Cayman
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KY1-1205, Cayman Islands
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A Cayman Islands exempted limited partnership
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Fir Tree, Inc.
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505 Fifth Avenue
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23rd Floor
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New York, New York 10017
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A New York corporation
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Fir Tree, Inc. (“Fir Tree”) is the investment manager of Fir Tree Value Master Fund, L.P. (“Fir Tree Value”), and has been granted investment discretion over portfolio investments, including the Common Stock par value $.0001 per share (the “Common Stock”), held by Fir Tree Value. In light of the change in beneficial ownership as reflected in this Amendment, the Reporting Persons have no further reporting obligations on Schedule 13G with respect to their ownership of shares of the Company.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $.0001 per share (the “Common Stock”)
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Item 2(e)
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CUSIP Number.
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88677Q109
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Item 3
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Reporting Person.
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Inapplicable.
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Item 4
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Ownership.
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The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class.
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This Amendment is being filed to report the fact that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock of the Company.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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- 4 -
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Inapplicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
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Item 10
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Certification.
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Inapplicable.
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- 5 -
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 8, 2013
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FIR TREE VALUE MASTER FUND, L.P.
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By: FIR TREE, INC., its Manager
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By:
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/s/ James Walker
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Name:
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James Walker
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Title:
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Managing Director
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FIR TREE, INC.
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By:
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/s/ James Walker
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Name:
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James Walker
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Title:
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Managing Director
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- 6 -
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the with respect to the Common Stock, par value $.0001 per share, of Tile Shop Holdings, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 8, 2013.
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FIR TREE VALUE MASTER FUND, L.P.
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By: FIR TREE, INC., its Manager
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By:
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/s/ James Walker
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Name:
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James Walker
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Title:
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Managing Director
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FIR TREE, INC.
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By:
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/s/ James Walker
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Name:
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James Walker
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Title:
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Managing Director
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