Sec Form 4 Filing - RUCKER ROBERT A @ TILE SHOP HOLDINGS, INC. - 2020-01-15

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. [ TTSH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 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) 01/15/2020 (Street) PLYMOUTH, MN55441 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 01/15/2020 G( 3 ) V 515,000 D $ 0 0 I By 2017 Grantor Retained Annuity Trust II Common Stock 01/15/2020 G( 3 ) V 515,000 A $ 0 2,952,428 I By The Tile Shop, Inc. ( 2 ) Common Stock 01/17/2020 G( 3 ) V 2,500,000 D $ 0 0 I By 2018 Grantor Retained Annuity Trust II Common Stock 01/17/2020 G( 3 ) V 2,500,000 A $ 0 5,452,428 I By The Tile Shop, Inc. ( 2 ) Common Stock 75,596 ( 1 ) D Common Stock 3,380 I By Spouse Common Stock 3,380 I By UGMA #1 Common Stock 3,380 I By UGMA #2 Common Stock 3,380 I By UGMA #3 Common Stock 3,380 I By UGMA #4 Common Stock 3,380 I By UGMA #5 Common Stock 3,380 I By UGMA #6 Common Stock 3,380 I By UGMA #7

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

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 TILE SHOP, INC. C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH, MN55441 X Affiliate of Director Signatures /s/ Robert A. Rucker 01/24/2020 Signature of Reporting Person Date THE TILE SHOP, INC. /s/ Robert A. Rucker, President 01/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 24,571 shares of restricted stock granted pursuant to the Company's 2012 Omnibus Award Plan, 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) July 16, 2020. ( 2 )These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker 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 Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose. ( 3 )Transfers for no consideration pursuant to the terms of the respective GRAT.

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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