SEC FORM
4
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
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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O TILE SHOP HOLDINGS, INC. |
| 14000 CARLSON PARKWAY |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC.
[ TTS ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
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10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Sr. VP - Real Estate & Dev. |
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3. Date of Earliest Transaction
(Month/Day/Year)
04/20/2016
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
04/20/2016 |
|
A |
|
5,000
|
A |
$0
|
5,000
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D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Right to Buy) |
$10
|
|
|
|
|
|
|
|
08/21/2022 |
Common Stock |
330,000 |
|
330,000 |
D |
|
| Stock Option (Right to Buy) |
$18.15
|
04/20/2016 |
|
A |
|
9,375 |
|
|
04/20/2026 |
Common Stock |
9,375 |
$0
|
9,375 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ John R. Houston as Attorney-in-Fact for Carl Randazzo pursuant to Power of Attorney filed herewith. |
04/22/2016 |
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** 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/ Carl A. Randazzo
