Sec Form 4 Filing - Becker Steven R @ TUESDAY MORNING CORP/DE - 2019-09-10

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 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) CEO (Last) (First) (Middle) 500 CRESCENT COURT,, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2019 (Street) DALLAS, TX75201 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 09/10/2019 A 277,439 ( 1 ) A $ 0 2,027,764 D Common Stock 09/10/2019 A 277,439 ( 2 ) A $ 0 2,305,203 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 Non-Qualified Stock Option (right to own) $ 3.25 ( 3 ) 09/26/2028 Common Stock 248,385 248,385 D Non-Qualified Stock Option (right to own) $ 2.45 ( 4 ) 09/19/2027 Common Stock 248,385 248,385 D Non-Qualified Stock Option (right to own) $ 6.71 ( 5 ) 09/01/2026 Common Stock 248,385 248,385 D Non-Qualified Stock Option (right to own) $ 5.64 ( 6 ) 02/02/2026 Common Stock 295,508 295,508 D Non-Qualified Stock Option (right to own) $ 4.22 ( 7 ) 07/01/2022 Common Stock 10,000 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Becker Steven R 500 CRESCENT COURT, SUITE 230 DALLAS, TX75201 X CEO Signatures /s/ Steven R. Becker, By Bridgett C. Zeterberg, Attorney in Fact 09/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents performance-based restricted stock granted to Steven R. Becker on September 10, 2019, pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan (the "2014 LTIP"). The performance-based restricted stock vests on the third anniversary of the date of the grant, subject to the satisfaction of certain performance criteria. Reflects the maximum number of shares that may vest. ( 2 )Represents time-vesting restricted stock granted to Mr. Becker on September 10, 2019, pursuant to the 2014 LTIP. The restricted stock vest in equal annual installments over four years beginning on the first anniversary of the grant date. ( 3 )The option vests in equal annual installments over four years beginning on the first anniversary of the grant date. The option was granted to Mr. Becker on September 26, 2018 pursuant to the 2014 LTIP. ( 4 )The option vests in equal annual installments over four years beginning on the first anniversary of the grant date. The option was granted to Mr. Becker on September 19, 2017 pursuant to the 2014 LTIP. ( 5 )(The option vests in equal annual installments over four years beginning on the first anniversary of the grant date. The option was granted to Mr. Becker on September 1, 2016 pursuant to the 2014 LTIP. ( 6 )The option vests in equal annual installments over four years beginning on the first anniversary of the grant date. The option was granted to Mr. Becker on February 2, 2016 pursuant to the 2014 LTIP. ( 7 )The option is fully vested and currently exercisable. The option was granted to Mr. Becker on July 1, 2012 pursuant to the Tuesday Morning Corporation 2004 Long-term incentive plan.

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