Edgar Filing: TILE SHOP HOLDINGS, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KAMIN PETER H

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)

(Last)

(First)

(Middle)

C/O TILE SHOP HOLDINGS, INC., 14000 CARLSON PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2013

(Street)

PLYMOUTH, MN 55441

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								10,000	D
Common Stock								100	I ⁽¹⁾	By Son ⁽¹⁾
Common Stock	05/03/2013		X		37,005	A	$ 11.5	316,798	I ⁽²⁾	By Peter H. Kamin Revocable Trust ⁽²⁾
Common Stock	05/03/2013		S⁽³⁾		20,284	D	$ 20.98	296,514	I ⁽²⁾	By Peter H. Kamin Revocable Trust ⁽²⁾
Common Stock	05/03/2013		X		22,200	A	$ 11.5	184,235	I ⁽⁴⁾	By Peter H. Kamin Childrens Trust ⁽⁴⁾
Common Stock	05/03/2013		S⁽⁵⁾		12,169	D	$ 20.98	172,066	I ⁽⁴⁾	By Peter H. Kamin Childrens Trust ⁽⁴⁾
Common Stock	05/03/2013		X		13,304	A	$ 11.5	48,665	I ⁽⁶⁾	By Peter H. Kamin GST Trust ⁽⁶⁾
Common Stock	05/03/2013		S⁽⁷⁾		7,293	D	$ 20.98	41,372	I ⁽⁶⁾	By Peter H. Kamin GST Trust ⁽⁶⁾
Common Stock	05/03/2013		X		14,799	A	$ 11.5	122,822	I ⁽⁸⁾	By 3K Limited Partnership ⁽⁸⁾
Common Stock	05/03/2013		S⁽⁹⁾		8,112	D	$ 20.98	114,710	I ⁽⁸⁾	By 3K Limited Partnership ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrants (Right to Buy)

$ 11.5

05/03/2013

37,005

09/20/2012

08/21/2017

Common Stock

37,005

$ 0

I ⁽²⁾

By Peter H. Kamin Revocable Trust ⁽²⁾

Common Stock Warrants (Right to Buy)

$ 11.5

05/03/2013

22,200

09/20/2012

08/21/2017

Common Stock

22,200

$ 0

I ⁽⁴⁾

By Peter H. Kamin Childrens Trust ⁽⁴⁾

Common Stock Warrants (Right to Buy)

$ 11.5

05/03/2013

13,304

09/20/2012

08/21/2017

Common Stock

13,304

$ 0

I ⁽⁶⁾

By Peter H. Kamin GST Trust ⁽⁶⁾

Common Stock Warrants (Right to Buy

$ 11.5

05/03/2013

14,799

09/20/2012

08/21/2017

Common Stock

14,799

$ 0

I ⁽⁸⁾

By 3K Limited Partnership ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KAMIN PETER H C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH, MN 55441	X

Signatures

/s/ Elizabeth M. Dunshee as Attorney-in-Fact for Peter H. Kamin pursuant to Power of Attorney filed herewith.		06/11/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are owned by the 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.
(2)	These securities are owned by the Peter H. Kamin Revocable Trust dated February 2003 (the "2003 Trust"). The reporting person is trustee of the 2003 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)	On May 3, 2013, the 2003 Trust exercised a warrant to purchase 37,005 shares of Issuer common stock for $11.50 a share. The 2003 Trust paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 20,284 of the warrant shares to pay the exercise price and issuing to the 2003 Trust the remaining 16,721 shares.
(4)	These securities are owned by the Peter H. Kamin Childrens Trust dated March 1997 (the "1997 Trust"). The reporting person is trustee of the 1997 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.
(5)	On May 3, 2013, the 1997 Trust exercised a warrant to purchase 22,200 shares of Issuer common stock for $11.50 a share. The 1997 Trust paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 12,169 of the warrant shares to pay the exercise price and issuing to the 1997 Trust the remaining 10,031 shares.
(6)	These securities are owned by the Peter H. Kamin GST Trust (the "GST Trust"). The reporting person is trustee of the GST 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.
(7)	On May 3, 2013, the GST Trust exercised a warrant to purchase 13,304 shares of Issuer common stock for $11.50 a share. The GST Trust paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 7,293 of the warrant shares to pay the exercise price and issuing to the GST Trust the remaining 6,011 shares.
(8)	These securities are owned by the 3K Limited Partnership ("3K"). 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.
(9)	On May 3, 2013, 3K exercised a warrant to purchase 14,799 shares of Issuer common stock for $11.50 a share. 3K paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 8,112 of the warrant shares to pay the exercise price and issuing to 3K the remaining 6,687 shares.
Remarks: The number of shares allocated to the indirect holdings have been updated to reflect current ownership. Other than described herein, the aggregate indirect ownership remains unchanged.

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