SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CLAYTON TIMOTHY C (Last) (First) (Middle) C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY (Street) PLYMOUTH MN 55441 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TILE SHOP HOLDINGS, INC. [ TTS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP, CFO
	3. Date of Earliest Transaction (Month/Day/Year) 02/13/2014
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$10							(1)	08/21/2022	Common Stock	220,000		220,000	D
Stock Option (Right to Buy)	$13.17	02/13/2014		A		55,000		(2)	02/13/2021	Common Stock	55,000	$0	55,000	D

Explanation of Responses:

1. This option becomes exercisable as to two-thirds of the underlying shares of common stock in 4 equal annual installments beginning on August 21, 2013. This option becomes exercisable as to one-third of the underlying shares of common stock in 4 equal annual installments beginning on August 21, 2013 provided that the issuer that meets or exceeds certain annual stock price increase targets.

2. This option vests in three equal installments beginning on February 13, 2015.

Remarks:

	Elizabeth M. Dunshee as Attorney-in-Fact for Timothy C. Clayton pursuant to Power of Attorney filed herewith.	02/18/2014
	** 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 4 (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 Timothy C. Clayton,

John R. Houston, Alexander Rosenstein and Elizabeth M. Dunshee, 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 4 and Forms 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 15th day of January 2013.



     /s/ Timothy Clayton