Statement of Changes in Beneficial Ownership (4)
May 14 2019 - 4:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Geadelmann Kirk
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2. Issuer Name
and
Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC.
[
TTS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O TILE SHOP HOLDINGS, INC., 14000 CARLSON PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2019
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(Street)
PLYMOUTH, MN 55441
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/10/2019
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F
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270
(1)
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D
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$4.45
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39546
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$10.93
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(3)
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8/12/2021
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Common Stock
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100000
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100000
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D
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Stock Option (Right to Buy)
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$18.15
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(4)
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4/20/2026
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Common Stock
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12500
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12500
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D
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Stock Option (Right to Buy)
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$20.35
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(5)
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5/11/2027
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Common Stock
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13200
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13200
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D
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Stock Option (Right to Buy)
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$8.60
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(6)
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11/2/2027
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Common Stock
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26500
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26500
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D
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Stock Option (Right to Buy)
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$6.26
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(7)
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2/20/2029
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Common Stock
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97067
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97067
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D
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Explanation of Responses:
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(1)
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The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock grant by directing the Issuer to withhold shares otherwise issuable upon vesting of the previously reported grant.
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(2)
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Includes (i) 2,600 shares of restricted stock for which the Issuer's purchase option will lapse as to 1,300 shares on each of 4/20/20 and 4/20/21; (ii) 1,500 shares of restricted stock for which the Issuer's purchase option will lapse as to 750 shares on each of 5/11/20 and 5/11/21; (iii) 3,000 shares of performance-based restricted stock for which the Issuer's purchase option will lapse on 5/11/20, if at all, based on the Issuer's achievement of its three-year Adjusted EBITDA target; (iv) 8,738 shares of restricted stock for which the risks of forfeiture will lapse as to 2,912 shares on 11/2/19 and 2,913 shares on each of 11/2/20 and 11/2/21; and (v) 6,750 shares of restricted stock for which the risks of forfeiture will lapse as to 2,250 shares on each of 2/22/20, 2/22/21 and 2/22/22.
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(3)
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Options to purchase 20,000 shares vest on each of 8/12/15, 8/12/16, 8/12/17, 8/12/18 and 8/12/19.
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(4)
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Options to purchase 2,500 shares vest on each of 4/20/17, 4/20/18, 4/20/19, 4/20/20 and 4/20/21.
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(5)
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Options to purchase 3,300 shares vest on each of 5/11/18, 5/11/19, 5/11/20 and 5/11/21.
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(6)
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Options to purchase 6,625 shares vest on each of 11/2/18, 11/2/19, 11/2/20 and 11/2/21.
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(7)
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Options to purchase 24,266 shares vest on 2/20/20 and options to purchase 24,267 shares vest on each of 2/20/21, 2/20/22 and 2/20/23.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Geadelmann Kirk
C/O TILE SHOP HOLDINGS, INC.
14000 CARLSON PARKWAY
PLYMOUTH, MN 55441
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Chief Financial Officer
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Signatures
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/s/ Amanda Lorentz as Attorney-in-Fact for Kirk Geadelmann pursuant to Power of Attorney previously filed.
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5/14/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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