Sec Form 4 Filing - RANDAZZO CARL @ TILE SHOP HOLDINGS, INC. - 2017-05-11

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 RANDAZZO CARL 2. Issuer Name and Ticker or Trading Symbol TILE SHOP HOLDINGS, INC. [ TTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP - Real Estate & Dev. (Last) (First) (Middle) C/O TILE SHOP HOLDINGS, INC., 14000 CARLSON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2017 (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 05/11/2017 A 1,850 ( 1 ) A $ 0 6,522 D Common Stock 05/11/2017 A 1,850 ( 2 ) A $ 0 8,372 ( 3 ) 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 Stock Option (Right to Buy) $ 10 ( 4 ) 08/21/2022 Common Stock 234,000 234,000 D Stock Option (Right to Buy) $ 18.15 ( 5 ) 04/20/2026 Common Stock 9,375 9,375 D Stock Option (Right to Buy) $ 20.35 05/11/2017 A 7,700 ( 6 ) 05/11/2027 Common Stock 7,700 $ 0 7,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RANDAZZO CARL C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH, MN55441 Sr. VP - Real Estate & Dev. Signatures /s/ John R. Houston as Attorney-in-Fact for Carl Randazzo pursuant to Power of Attorney previously filed. 05/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 1,850 shares of restricted stock for which the Company's purchase option will lapse in installments of 463 shares on each of May 11, 2018 and May 11, 2020 and 462 shares on each of May 11, 2019 and May 11, 2021. ( 2 )Represents 1,850 shares of performance-based restricted stock for which the Company's purchase option will lapse on May 11, 2020 based on the Company's achievement of its three-year adjusted EBITDA target. ( 3 )Includes (i) 4,000 shares of restricted stock for which the Company's purchase option will lapse in equal installments of 1,000 shares on each of April 20, 2018, April 20, 2019, April 20, 2020 and April 20, 2021; (ii) 1,850 shares of restricted stock for which the Company's purchase option will lapse in installments of 463 shares on each of May 11, 2018 and May 11, 2020 and 462 shares on each of May 11, 2019 and May 11, 2021; and (iii) 1,850 shares of performance-based restricted stock for which the Company's purchase option will lapse on May 11, 2020 based on the Company's achievement of its three-year adjusted EBITDA target. ( 4 )Fully exercisable. ( 5 )Options to purchase 1,875 shares vest on each of April 20, 2017, April 20, 2018, April 20, 2019, April 20, 2020 and April 20, 2021. ( 6 )Options to purchase 1,925 shares vest on each of May 11, 2018, May 11, 2019, May 11, 2020 and May 11, 2021.

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).

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