Sec Form 13D Filing - JWTS INC. filing for TILE SHOP HOLDINGS INC. (TTSH) - 2023-01-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13
d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

TILE SHOP HOLDINGS, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

88677Q109

(CUSIP Number)

 

Peter J. Jacullo III

c/o Tile Shop Holdings, Inc.

14000 Carlson Parkway

Plymouth, Minnesota 55441

(763) 852-2950

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 3, 2022

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

   

 

 

CUSIP No. 88677Q109 13D Page 2 of 6 Pages

1

NAME OF REPORTING PERSON

JWTS, Inc.

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY  
4

SOURCE OF FUNDS

AF, OO

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

3,191,180(1)

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

3,191,180(1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

3,191,180(1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

 
14

TYPE OF REPORTING PERSON

CO

 
         

____________

(1) Represents 3,191,180 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Tile Shop Holdings, Inc. (the “Company”) held by JWTS, Inc. (“JWTS”). Peter J. Jacullo III (“Jacullo”) is the President and the sole member of the board of directors of JWTS, holds sole voting and dispositive power over the securities held by JWTS, and may be deemed to beneficially own the securities held by JWTS.

 

   

 

 

CUSIP No. 88677Q109 13D Page 3 of 6 Pages

1

NAME OF REPORTING PERSON

Peter J. Jacullo III

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY  
4

SOURCE OF FUNDS

PF, OO

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

3,686,079(1)

8

SHARED VOTING POWER

4,706,489(2)

9

SOLE DISPOSITIVE POWER

3,686,079(1)

10

SHARED DISPOSITIVE POWER

4,706,489(2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

8,392,568(1)(2)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.9%

 
14

TYPE OF REPORTING PERSON

IN

 
         

____________

(1) Includes (i) 3,191,180 shares of Common Stock of the Company held by JWTS and (ii) 21,689 shares of restricted Common Stock received as director compensation, which are subject to a risk of forfeiture until the earlier of (a) the date of the Company’s next annual meeting of stockholders and (b) June 14, 2023. Mr. Jacullo is the President and the sole member of the board of directors of JWTS, holds sole voting and dispositive power over the securities held by JWTS, and may be deemed to beneficially own the securities held by JWTS.

 

(2) Represents 4,706,489 shares of Common Stock of the Company held by the Katherine D. Jacullo Children’s 1993 Irrevocable Trust (the “Trust”). Mr. Jacullo and George P. Alberici (“Alberici”) are co-trustees of the Trust, hold shared voting and dispositive power over the securities held by the Trust, and may be deemed to beneficially own the securities held by the Trust.

 

   

 

 

CUSIP No. 88677Q109 13D Page 4 of 6 Pages

1

NAME OF REPORTING PERSON

Katherine D. Jacullo Children’s 1993 Irrevocable Trust

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY  
4

SOURCE OF FUNDS

AF, OO

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

4,706,489(1)

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

4,706,489(1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

4,706,489(1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.6%

 
14

TYPE OF REPORTING PERSON

OO

 
         

____________

(1) Represents 4,706,489 shares of Common Stock of the Company held by the Trust. Messrs. Jacullo and Alberici are co-trustees of the Trust, hold shared voting and dispositive power over the securities held by the Trust, and may be deemed to beneficially own the securities held by the Trust.

 

   

 

 

CUSIP No. 88677Q109 13D Page 5 of 6 Pages

 

This Amendment No. 7 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 7”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on August 29, 2012, as amended (this “Statement” or “Schedule 13D”), with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Tile Shop Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 7 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 7, the Schedule 13D remains unchanged.

 

This Amendment No. 7 is being filed to reflect the change in percentage of beneficial ownership held by the Reporting Persons as a result of a change in outstanding shares of Common Stock of the Company.

 

Item 5.Interest in Securities of the Issuer.

 

(a) The Reporting Persons beneficially own in the aggregate 8,392,568 shares of Common Stock, which represents approximately 18.9% of the Company’s outstanding shares of Common Stock.

 

Each of the Reporting Persons holds the number and percentage of shares of Common Stock disclosed as owned by it or him in the applicable table set forth on the cover page to this Statement.

 

Each percentage ownership of Common Stock set forth in this Statement is based on the 44,362,399 shares of Common Stock reported by the Company as outstanding as of October 31, 2022 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 3, 2022.

 

(c) No transactions in the Common Stock have been effected by the Reporting Persons in the last 60 days.

 

   

 

 

CUSIP No. 88677Q109 13D Page 6 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: January 13, 2023

 

JWTS, INC.  
   

 

/s/ Peter J. Jacullo III

 
Peter J. Jacullo III  
President  
    
   
/s/ Peter J. Jacullo III  

PETER J. JACULLO III

 

/s/ George Alberici

 
GEORGE ALBERICI  
    
   
KATHERINE D. JACULLO CHILDREN’S 1993 IRREVOCABLE TRUST  
    
/s/ Peter J. Jacullo III  
Peter J. Jacullo III  
Trustee