FORM 4 [X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
Reported voluntarily
(Last)          (First)          (Middle)

15236 BOULDER POINTE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/4/2021
(Street)

EDEN PRAIRIES, MN 55347
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/4/2021  S  54100 D$6.31 (1)4975874 I By The Tile Shop, Inc. (2)
Common Stock 3/5/2021  S  4800 D$6.32 4971074 I By The Tile Shop, Inc. (2)
Common Stock 3/8/2021  S  149400 D$6.28 (3)4821674 I By The Tile Shop, Inc. (2)
Common Stock 3/9/2021  S  16000 D$6.27 (4)4805674 I By The Tile Shop, Inc. (2)
Common Stock 3/10/2021  S  75700 D$6.28 (5)4729974 I By The Tile Shop, Inc. (2)
Common Stock 3/11/2021  S  42000 D$6.9 (6)4687974 I By The Tile Shop, Inc. (2)
Common Stock 3/12/2021  S  258000 D$6.6 (7)4429974 I By The Tile Shop, Inc. (2)
Common Stock 3/22/2021  S  10670 D$6.98 (8)4419304 I By The Tile Shop, Inc. (2)
Common Stock 3/23/2021  S  36670 D$6.71 (9)4382634 I By The Tile Shop, Inc. (2)
Common Stock 3/24/2021  S  252660 D$6.31 (10)4129974 I By The Tile Shop, Inc. (2)
Common Stock 3/25/2021  S  88800 D$6.27 (11)4041174 I By The Tile Shop, Inc. (2)
Common Stock 3/29/2021  S  192779 D$6.27 (12)3848395 I By The Tile Shop, Inc. (2)
Common Stock 3/30/2021  S  39100 D$6.25 (13)3809295 I By The Tile Shop, Inc. (2)
Common Stock 4/1/2021  S  65668 D$6.49 (14)3743627 I By The Tile Shop, Inc. (2)
Common Stock 4/6/2021  S  250295 D$6.49 (15)3493332 I By The Tile Shop, Inc. (2)
Common Stock 4/7/2021  S  100700 D$6.49 (16)3392632 I By The Tile Shop, Inc. (2)
Common Stock 4/8/2021  S  87311 D$6.51 (17)3305321 I By The Tile Shop, Inc. (2)
Common Stock 4/9/2021  S  23300 D$6.74 (18)3282021 I By The Tile Shop, Inc. (2)
Common Stock 4/12/2021  S  168300 D$6.85 (19)3113721 I By The Tile Shop, Inc. (2)
Common Stock 4/13/2021  S  49000 D$6.72 (20)3064721 I By The Tile Shop, Inc. (2)
Common Stock 4/14/2021  S  300000 D$6.68 (21)2764721 I By The Tile Shop, Inc. (2)
Common Stock         38329 D  
Common Stock         6550 I By UGMA #5 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.267308 to $6.28, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.
(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) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.27 to $6.28, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (3) to this Form 4.
(4) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.26 to $6.315588, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4) to this Form 4.
(5) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.25 to $6.50069, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (5) to this Form 4.
(6) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.898857 to $6.90, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (6) to this Form 4.
(7) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.45 to $6.91, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (7) to this Form 4.
(8) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.88732 to $6.99, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (8) to this Form 4.
(9) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.60 to $6.883067, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (9) to this Form 4.
(10) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.30 to $6.591275, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (10) to this Form 4.
(11) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.25 to $6.451667, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (11) to this Form 4.
(12) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.25 to $6.40, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (12) to this Form 4.
(13) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.25 to $6.26, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (13) to this Form 4.
(14) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.450566 to $6.57, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (14) to this Form 4.
(15) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.45 to $6.55, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (15) to this Form 4.
(16) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.48 to $6.50, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (16) to this Form 4.
(17) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.46 to $6.54, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (17) to this Form 4.
(18) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.70 to $6.81, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (18) to this Form 4.
(19) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.77 to $6.88, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (19) to this Form 4.
(20) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.63 to $6.82, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (20) to this Form 4.
(21) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.68 to $6.72, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (21) to this Form 4.

Remarks:
The Reporting Person is no longer subject to Section 16 and is voluntarily reporting these transactions.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RUCKER ROBERT A
15236 BOULDER POINTE ROAD
EDEN PRAIRIES, MN 55347



Reported voluntarily
TILE SHOP, INC.
15236 BOULDER POINTE ROAD
EDEN PRAIRIE, MN 55347



Reported voluntarily

Signatures
/s/ Robert A. Rucker4/26/2021
**Signature of Reporting PersonDate

/s/ Robert A. Rucker, President, Tile Shop, Inc.4/26/2021
**Signature of Reporting PersonDate