SEC Form SC 13G filed by Tile Shop Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. ___)*

 

Tile Shop Holdings, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

88677Q109

(CUSIP Number)

 

December 31, 2022

Date of Event Which Requires Filing of this Statement

1

Name of Reporting Person:

 

Monomoy Capital Partners IV, L.P.

 

2

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

3

SEC USE ONLY

 

4

Citizenship or Place of Organization

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

 

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER

1,603,643.44

EACH
REPORTING
PERSON

7

SOLE DISPOSITIVE POWER

 

WITH

8

SHARED DISPOSITIVE POWER

1,603,643.44

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

1,603,643.44

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.6%*

 

12

TYPE OF REPORTING PERSON

 

PN

1

Name of Reporting Person:

 

Monomoy Capital Partners IV Parallel, L.P.

 

2

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

3

SEC USE ONLY

 

4

Citizenship or Place of Organization

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

 

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER

927,819.56

EACH
REPORTING
PERSON

7

SOLE DISPOSITIVE POWER

 

WITH

8

SHARED DISPOSITIVE POWER

927,819.56

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

927,819.56

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.1%*

 

12

TYPE OF REPORTING PERSON

PN

 

1

Name of Reporting Person:

 

Monomoy General Partner IV, L.P.

 

2

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

3

SEC USE ONLY

 

4

Citizenship or Place of Organization

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

 

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER

2,531,463

EACH
REPORTING
PERSON

7

SOLE DISPOSITIVE POWER

 

WITH

8

SHARED DISPOSITIVE POWER

2,531,463

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,531,463

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%*

 

12

TYPE OF REPORTING PERSON

PN

 

1

Name of Reporting Person:

 

Monomoy Ultimate GP II, LLC

 

2

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

3

SEC USE ONLY

 

4

Citizenship or Place of Organization

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

 

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER

2,531,463

EACH
REPORTING
PERSON

7

SOLE DISPOSITIVE POWER

 

WITH

8

SHARED DISPOSITIVE POWER

2,531,463

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,531,463

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%*

 

12

TYPE OF REPORTING PERSON

OO

 

1

Name of Reporting Person:

 

Monomoy Ultimate GP Holdings, LLC

 

2

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

3

SEC USE ONLY

 

4

Citizenship or Place of Organization

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

 

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER

2,531,463

EACH
REPORTING
PERSON

7

SOLE DISPOSITIVE POWER

 

WITH

8

SHARED DISPOSITIVE POWER

2,531,463

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,531,463

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%*

 

12

TYPE OF REPORTING PERSON

OO

 

1

Name of Reporting Person:

 

Daniel Collin

 

2

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

3

SEC USE ONLY

 

4

Citizenship or Place of Organization

United States of America

 

NUMBER OF

5

SOLE VOTING POWER

 

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER

2,531,463

EACH
REPORTING
PERSON

7

SOLE DISPOSITIVE POWER

 

WITH

8

SHARED DISPOSITIVE POWER

2,531,463

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,531,463

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%*

 

12

TYPE OF REPORTING PERSON

IN

 

1

Name of Reporting Person:

 

Justin Hillenbrand

 

2

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

3

SEC USE ONLY

 

4

Citizenship or Place of Organization

 

United States of America
 

NUMBER OF

5

SOLE VOTING POWER

 

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER

2,531,463

EACH
REPORTING
PERSON

7

SOLE DISPOSITIVE POWER

 

WITH

8

SHARED DISPOSITIVE POWER

2,531,463

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,531,463

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%*

 

12

TYPE OF REPORTING PERSON

IN

 

Item 1(a)

Name of Issuer:  Tile Shop Holdings, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

14000 Carlson Parkway, Plymouth, Minnesota 55441

 

Item 2(a)

Name of Persons Filing:

 

This Schedule 13G is being filed jointly by the Reporting Persons (as defined below) pursuant to a Joint Filing Agreement, a copy of which is attached as Exhibit 1, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Monomoy Capital Partners IV, L.P. (“MCP IV”)

Monomoy Capital Partners IV Parallel, L.P. (“MCP IV Parallel”)

Monomoy General Partner IV, L.P. (“GP IV”)

Monomoy Ultimate GP II, LLC (“Ultimate GP II”)

Monomoy Ultimate GP Holdings, LLC (“Ultimate GP Holdings”)

Daniel Collin

Justin Hillenbrand (together with Mr. Collin, Ultimate GP Holdings, Ultimate GP II, GP IV, MCP IV Parallel and MCP IV, the “Reporting Persons”)

 

MCP IV directly holds 1,603,643.44 shares of Common Stock (as defined below).  MCP IV Parallel directly holds 927,819.56 shares of Common Stock.  GP IV is the general partner of MCP IV and MCP Parallel IV.  Ultimate GP II is the general partner of GP IV.  Ultimate GP Holdings is the sole member of Ultimate GP II.  Ultimate GP Holdings is managed by its members, Mr. Collin and Mr. Hillenbrand.  As a result of the foregoing relationships, each of GP IV, Ultimate GP II, Ultimate GP Holdings Mr. Collin and Mr. Hillenbrand may be deemed to beneficially own the shares of Common Stock directly held by MCP IV and MCP IV Parallel. Each of Mr. Collin and Mr. Hillenbrand disclaim beneficial ownership of the shares of Common Stock held by MCP IV and MCP IV Parallel.

 

Item 2(b)

Address of Principal Business Office, or if None, Residence:

 

For each of the Reporting Persons: 1 Greenwich Office Park, Greenwich, Building 1S, 2^nd Floor, Connecticut, 06831

 

Item 2(c)

Citizenship:

 

See responses to Item 4 on each cover page.

 

Item 2(d)

Title of Class of Securities:  Common Stock, $0.0001 par value (the “Common Stock”)

 

Item 2(e)

CUSIP Number: 88677Q109

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

Not Applicable.

Item 4

Ownership:

 

(a) AMOUNT BENEFICIALLY OWNED:

 

See responses to Item 9 on each cover page.

 

(b) PERCENT OF CLASS:

 

See responses to Item 11 on each cover page.

 

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

 

(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE

 

See responses to Item 5 on each cover page.

 

(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE

 

See responses to Item 6 on each cover page.

 

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

 See responses to Item 7 on each cover page.

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

See responses to Item 8 on each cover page.

 

Item 5

Ownership of Five Percent or Less of the Class:

 

Not applicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9

Notice of Dissolution of Group:

 

Not applicable.

 

Item 10

Certification:

 

Not applicable.