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 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 *

Lolmaugh Cabell 		2. Issuer Name and Ticker or Trading Symbol

TILE SHOP HOLDINGS, INC. [ TTS ] 		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)

C/O TILE SHOP HOLDINGS, INC., 14000 CARLSON PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/20/2019
(Street)

PLYMOUTH, MN 55441
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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                  33466   (1) D  
 

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $10.00                      (2) 8/21/2022   Common Stock   2750     2750   D  
 
Stock Option (Right to Buy)   $8.58                      (3) 10/21/2021   Common Stock   5700     5700   D  
 
Stock Option (Right to Buy)   $14.19                      (4) 7/14/2022   Common Stock   1613     1613   D  
 
Stock Option (Right to Buy)   $8.50                      (5) 11/6/2027   Common Stock   26900     26900   D  
 
Stock Option (Right to Buy)   $5.55                      (6) 2/22/2028   Common Stock   56000     56000   D  
 
Stock Option (Right to Buy)   $6.26   2/20/2019     A      97067         (7) 2/20/2029   Common Stock   97067   $0   97067   D  
 

Explanation of Responses:
(1)  Includes (i) 9,036 shares of restricted stock for which the risks of forfeiture will lapse as to 3,012 shares on each of 10/17/19, 10/17/20 and 10/17/21 and (ii) 22,500 shares of restricted stock for which the risks of forfeiture will lapse as to 5,625 shares on each of 2/22/19, 2/22/20, 2/22/21 and 2/22/22.
(2)  Fully exercisable.
(3)  Options to purchase 2,700 shares are vested and options to purchase 1,500 shares vest on each of October 21, 2018 and October 21, 2019.
(4)  Options to purchase 969 shares are vested and options to purchase 322 shares vest on each of July 14, 2019 and July 14, 2020.
(5)  Options to purchase 6,725 shares vest on each of November 6, 2018, November 6, 2019, November 6, 2020 and November 6, 2021.
(6)  Options to purchase 14,000 shares vest on each of February 22, 2019, February 22, 2020, February 22, 2021 and February 22, 2022.
(7)  Options to purchase 24,266 shares vest on February 20, 2020 and options to purchase 24,267 shares vest on each of February 20, 2021, February 20, 2022 and February 20, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lolmaugh Cabell
C/O TILE SHOP HOLDINGS, INC.
14000 CARLSON PARKWAY
PLYMOUTH, MN 55441 		X
Chief Executive Officer

Signatures
/s/ Amanda Lorentz as Attorney-in-Fact for Cabell Lolmaugh pursuant to Power of Attorney previously filed. 2/22/2019
** Signature of Reporting Person Date


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 control number.
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