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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 		 
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*
KAMIN PETER H
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2018
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
Common Stock 02/27/2018 P 27,881 A $5.52 609,059 D
Common Stock 02/28/2018 P 13,472 A $5.43 622,531 D
Common Stock 03/01/2018 P 20,867 A $5.4 643,398 D
Common Stock 02/27/2018 P 30,071 A $5.52 589,319 I By Peter H. Kamin Revocable Trust(1)
Common Stock 02/28/2018 P 14,532 A $5.43 603,851 I By Peter H. Kamin Revocable Trust(1)
Common Stock 03/01/2018 P 22,490 A $5.4 626,341 I By Peter H. Kamin Revocable Trust(1)
Common Stock 02/27/2018 P 18,640 A $5.52 359,897 I By Peter H. Kamin Childrens Trust(2)
Common Stock 02/28/2018 P 9,008 A $5.43 368,905 I By Peter H. Kamin Childrens Trust(2)
Common Stock 03/01/2018 P 13,944 A $5.4 382,849 I By Peter H. Kamin Childrens Trust(2)
Common Stock 02/27/2018 P 3,608 A $5.52 186,006 I By 3K Limited Partnership(3)
Common Stock 02/28/2018 P 1,774 A $5.43 187,780 I By 3K Limited Partnership(3)
Common Stock 03/01/2018 P 2,699 A $5.4 190,479 I By 3K Limited Partnership(3)
Common Stock 7,453 I By Peter H. Kamin Family Foundation(4)
Common Stock 135,361 I By Peter H. Kamin GST Trust(5)
Common Stock 100 I By Son(6)
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
Explanation of Responses:
1. These securities are owned by the Peter H. Kamin Revocable Trust dated February 2003. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
2. These securities are owned by the Peter H. Kamin Childrens Trust dated March 1997. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
3. These securities are owned by the 3K Limited Partnership. The reporting person is general partner of the limited partnership. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
4. These securities are owned by the Peter H. Kamin Family Foundation. The reporting person is trustee of the foundation. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
5. These securities are owned by the Peter H. Kamin GST Trust. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
6. These securities are owned by reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
Remarks:
/s/ Amanda Lorentz as Attorney-in-Fact for Peter H. Kamin pursuant to Power of Attorney filed herewith. 03/01/2018
** 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 Kirk Geadelmann, John R.

Houston, Amanda Lorentz and Ashley Brosius, 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 17th day of January, 2018.



    /s/ Peter H. Kamin