Sec Form 4 Filing - Becker Steven R @ TUESDAY MORNING CORP/DE - 2014-11-05

Insider filing report for Changes in Beneficial Ownership
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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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
500 CRESCENT COURT, SUITE 230
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2014
(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 11/05/2014 S 47,671 D $ 21.1166 32,878 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock 11/05/2014 S 6,617 D $ 21.1166 4,563 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 )
Common Stock 11/05/2014 S 27,920 D $ 21.1166 19,258 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 )
Common Stock 11/06/2014 S 32,878 D $ 21.1004 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock 11/06/2014 S 4,563 D $ 21.1004 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 )
Common Stock 11/06/2014 S 19,258 D $ 21.1004 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 )
Common Stock 11/06/2014 S 17,186 D $ 21.2679 5,054 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 )
Common Stock 11/06/2014 M 10,000 A $ 4.22 15,054 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 )
Common Stock 11/06/2014 S 10,000 D $ 20.9305 5,054 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 )
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 Buy) $ 4.22 11/06/2014 M 10,000 ( 9 ) 07/01/2022 Common Stock 10,000 $ 0 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
Signatures
/s/ Steven R. Becker 11/07/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is filed by and on behalf of Steven R. Becker. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners V, L.P. ("BD Partners V") and Mr. Becker are the direct beneficial owners of the securities covered by this report.
( 2 )Becker Drapkin Management, L.P. ("BD Management") is the general partner of each of QP Fund, LP Fund and BD Partners V. BD Management may be deemed to beneficially own securities owned by QP Fund, LP Fund and BD Partners V. BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Mr. Becker is a co-managing member of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors.
( 3 )Each 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 (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each 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 )Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
( 5 )Represents shares directly beneficially owned by QP Fund.
( 6 )Represents shares directly beneficially owned by LP Fund.
( 7 )Represents shares directly beneficially owned by BD Partners V.
( 8 )Includes 5,054 shares which vest on November 12, 2014, immediately prior to the issuer's next annual meeting of stockholders, subject to the terms of the issuer's 2008 Long-Term Equity Incentive Plan and the applicable award agreement.
( 9 )The option, representing a right to purchase a total of 20,000 shares, became exercisable in four equal annual installments beginning on July 1, 2013.

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