Sec Form 3 Filing - Osmium Partners, LLC @ TUESDAY MORNING CORP/DE - 2021-02-09

FORM 3 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 Osmium Partners, LLC 2. Issuer Name and Ticker or Trading Symbol TUESDAY MORNING CORP/DE [ TUEM] 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) 300 DRAKES LANDING ROAD, SUITE 172 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2021 (Street) GREENBRAE, CA94904 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 1,532,901 I By Osmium Capital, LP Common Stock 670,094 I By Osmium Capital II, LP Common Stock 801,845 I By Osmium Spartan, LP Common Stock 20,158,593 I By Osmium Partners (Larkspur SPV), LP ( 2 ) Common Stock 52,000 ( 1 ) I By John H. Lewis ( 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 Warrants $ 1.65 02/09/2021 12/31/2025 Common Stock 10,000,000 I By Osmium Partners (Larkspur SPV), LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Osmium Partners, LLC 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA94904 X X OSMIUM CAPITAL LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA94904 X X Osmium Capital II, LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA94904 X X OSMIUM SPARTAN L P 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA94904 X X Osmium Partners (Larkspur SPV), LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA94904 X X Osmium Partners (Equation) LLC 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA94904 X X Lewis John Hartnett 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA94904 X X Signatures /s/ John H. Lewis, for (i) himself and (ii) as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP and Osmium Spartan, LP and a Managing Member of Osmium Partners (Equation) LLC 02/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent shares of restricted stock, all of which vest on the one year anniversary of the grant date, subject to the terms of the Issuer's long-term incentive plan and the applicable award agreement. ( 2 )The Managing Members of Osmium Partners (Equation) LLC are Osmium Partners, LLC and Tensile Capital Partners Master Fund LP. The general partner of Osmium Partners (Larkspur SPV), LP is Osmium Partners (Equation) LLC. ( 3 )The general partner of Osmium Capital, LP, Osmium Capital II, LP and Osmium Spartan, LP is Osmium Partners, LLC. LLC. John H. Lewis is the controlling member of Osmium Partners, LLC, and Mr. Lewis may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, and Osmium Partners (Larkspur SPV), LP, which represents an aggregate of 33,163,433 shares of Common Stock, including warrants to purchase 10,000,000 shares of Common Stock. Mr. Lewis disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Lewis is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. Mr. Lewis individually does not own any shares of Common Stock (other than 52,000 shares of restricted stock which vest in January 2022).

Remarks: Osmium Partners (Equation), as the general partner of Osmium Partners (Larkspur SPV), LP, may be deemed to beneficially own 30,158,593 shares of Common Stock, including warrants to purchase 10,000,000 shares of Common Stock. This Form 3 filing is intended to amend and supplement the Form 3 filing of John H. Lewis filed with the SEC on January 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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