Sec Form 4 Filing - KAMIN PETER H @ TILE SHOP HOLDINGS, INC. - 2013-05-03

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 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 (MM/DD/YY) 05/03/2013 (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 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 )

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 05/03/2013 X 37,005 09/20/2012 08/21/2017 Common Stock 37,005 $ 0 0 I ( 2 ) By Peter H. Kamin Revocable Trust ( 2 ) Common Stock Warrants (Right to Buy) $ 11.5 05/03/2013 X 22,200 09/20/2012 08/21/2017 Common Stock 22,200 $ 0 0 I ( 4 ) By Peter H. Kamin Childrens Trust ( 4 ) Common Stock Warrants (Right to Buy) $ 11.5 05/03/2013 X 13,304 09/20/2012 08/21/2017 Common Stock 13,304 $ 0 0 I ( 6 ) By Peter H. Kamin GST Trust ( 6 ) Common Stock Warrants (Right to Buy $ 11.5 05/03/2013 X 14,799 09/20/2012 08/21/2017 Common Stock 14,799 $ 0 0 I ( 8 ) By 3K Limited Partnership ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAMIN PETER H C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH, MN55441 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:

( 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.

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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