Amendment: Large owner Fund 1 Investments, Llc bought $160,231 worth of shares (27,000 units at $5.93) (SEC Form 4)
$TTSH
Home Furnishings
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [ TTSH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/09/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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(8) | 04/07/2025 | P | 1,000 | A | $5.9 | 11,740,826 | I | See Footnotes(1)(2) | ||
| Common Stock(8) | 04/07/2025 | P | 6,000 | A | $5.9219 | 11,746,826 | I | See Footnotes(1)(2) | ||
| Common Stock | 04/09/2025 | P | 20,000 | A | $5.94 | 11,766,826 | I | See Footnotes(1)(2) | ||
| Common Stock | 1,002,207 | I | See Footnotes(1)(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| Cash-Settled Total Return Swap(4) | (4) | 04/07/2025 | P/K | 17,500 | (4) | 04/07/2028(5) | Common Stock | 17,500 | $5.8996 | 17,500 | I | See Footnotes(1)(2) | |||
| Cash-Settled Total Return Swap(6) | (6) | 04/08/2025 | P/K | 40,000 | (6) | 04/07/2028(5) | Common Stock | 40,000 | $5.9728 | 57,500 | I | See Footnotes(1)(2) | |||
| Cash-Settled Total Return Swap(7) | (7) | 04/09/2025 | P/K | 55,000 | (7) | 04/07/2028(5) | Common Stock | 55,000 | $6.2128 | 112,500 | I | See Footnotes(1)(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Securities reported herein are held for the benefit of PLP Funds Master Fund LP (the "PL Fund") and an additional private investment vehicle for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
| 2. Securities held for the account of the PL Fund. |
| 3. Shares held for the account of an unaffiliated private fund for which PLP serves as investment adviser. |
| 4. The Reporting Persons have entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 17,500 notional shares of common stock for a price of $5.8896 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the swap agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein. |
| 5. The expiration date of the swap agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 days prior to any subsequent extension, not to so extend the expiration date. |
| 6. The Reporting Persons have entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 40,000 notional shares of common stock for a price of $5.9728 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein. |
| 7. The Reporting Persons have entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 55,000 notional shares of common stock for a price of $6.2128 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein. |
| 8. These securities transactions were inadvertently omitted in the previously filed Form 4. |
| /s/ Fund 1 Investments, LLC by: Benjamin C. Cable, Chief Operating Officer | 04/17/2025 | |
| /s/ Pleasant Lake Partners LLC by: Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer | 04/17/2025 | |
| /s/ PLP Funds Master Fund LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer | 04/17/2025 | |
| ** 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 Number. | ||