Sec Form 4 Filing - Becker Steven R @ TUESDAY MORNING CORP/DE - 2016-02-02

Insider filing report for Changes in Beneficial Ownership
"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>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Becker Steven R
2. Issuer Name and Ticker or Trading Symbol
TUESDAY MORNING CORP/DE [ TUES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
5525 NAKOMA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2016
(Street)
DALLAS, TX75209
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 1,244,187 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 8,402 D ( 1 ) ( 2 ) ( 3 )
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
Non-Qualified Stock Option (Rig ht to Buy) $ 5.64 02/02/2016 A 295,508 ( 5 ) 02/02/2026 Common Stock 295,508 $ 0 ( 6 ) 295,508 D ( 1 ) ( 2 ) ( 3 )
Non-Qualified Stock Option (Right to Buy) $ 4.22 ( 7 ) 07/01/2022 Common Stock 10,000 10,000 D ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Becker Steven R
5525 NAKOMA DRIVE
DALLAS, TX75209
X Chief Executive Officer
Signatures
/s/ Steven R. Becker 02/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is filed by and on behalf of Steven R. Becker. Mr. Becker and WFV I are the direct beneficial owners of the securities covered by this statement.
( 2 )Mr. Becker is a limited partner of, and may be deemed to beneficially own certain securities owned by, WFV I. WFV is the general partner of, and may be deemed to beneficially own securities owned by, WFV I. Mr. Becker is the sole member of, and may be deemed to beneficially own securities owned by, WFV.
( 3 )The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
( 4 )Represents shares of common stock of Tuesday Morning Corporation (the "Issuer"), par value $0.01 per share ("Shares"), directly beneficially owned by WFV I.
( 5 )The option vests in equal annual installments over four years beginning on the first anniversary of the grant date.
( 6 )Granted on February 2, 2016 pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan.
( 7 )The option vests in equal annual installments, of which 5,000 options have vested and the other 5,000 options vest on July 1, 2016. All of such options were granted to Mr. Becker on July 1, 2012 pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.