Sec Form 4 Filing - RUCKER ROBERT A @ TILE SHOP HOLDINGS, INC. - 2013-04-18

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 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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1. Name and Address of Reporting Person RUCKER ROBERT A 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O TILE SHOP HOLDINGS, INC., 14000 CARLSON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2013 (Street) PLYMOUTH, MN55441 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/18/2013 X 1,204,528 A $ 11.5 8,334,502 I By The Tile Shop, Inc. ( 1 ) Common Stock 04/18/2013 S( 2 ) 660,252 D $ 20.98 7,674,250 I By The Tile Shop, Inc. ( 1 ) Common Stock 250,000 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrants (Right to Buy) $ 11.5 04/18/2013 X 1,204,528 09/20/2012 08/21/2017 Common Stock 1,204,528 $ 0 0 I By The Tile Shop, Inc. ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUCKER ROBERT A C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH, MN55441 X X Chief Executive Officer Signatures /s/ Elizabeth M. Dunshee as Attorney-in-Fact for Robert A. Rucker pursuant to Power of Attorney filed herewith. 06/11/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned by The Tile Shop, Inc. ("TTS"). The reporting person is the sole director of TTS. 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 )On April 18, 2013, TTS exercised a warrant to purchase 1,204,528 shares of Issuer common stock for $11.50 a share. TTS paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 660,252 of the warrant shares to pay the exercise price and issuing to TTS the remaining 544,276 shares.

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).

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