Form 4 - Statement of changes in beneficial ownership of securities
February 28 2025 - 6:15PM
Edgar (US Regulatory)
SEC Form 4
| 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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O TILE SHOP HOLDINGS, INC. |
| 14000 CARLSON PARKWAY |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC.
[ TTSH ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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SVP, Chief Merchant Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
02/27/2025
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
02/27/2025 |
|
D |
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16,259
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D |
$0
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82,695
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D |
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| Common Stock |
|
|
|
|
|
|
|
600 |
I |
By Spouse |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction 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
(Month/Day/Year) |
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: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Right to Buy) |
$8.5
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|
|
|
|
|
|
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11/06/2027 |
Common Stock |
26,900 |
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26,900 |
D |
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| Stock Option (Right to Buy) |
$8.8
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07/20/2028 |
Common Stock |
50,000 |
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50,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Mark B. Davis, as Attorney-in-Fact |
02/28/2025 |
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** 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. |
Exhibit 24
POWER OF ATTORNEY
The undersigned constitutes
and appoints Mark Davis, Tessa Wilmes, and Amanda Lahti, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead,
to:
| 1. | prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on
its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application,
including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the
SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation
of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof;
and |
| 2. | sign any and all SEC statements of beneficial ownership of securities of Tile Shop Holdings, Inc.
on Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto,
and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange
on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each act and thing requisite and necessary to be done under said Section 16(a), as fully and to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof. |
A copy of this power of attorney
shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such
authorization by written instructions to the attorneys-in-fact.
The authority granted hereby
shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations
to file a Form ID and Forms 3, 4 and 5 with the SEC.
Dated: February 23, 2025
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/s/ Joe Kinder |
| |
Name: Joe Kinder |
Exhibit 24
POWER OF ATTORNEY
The undersigned constitutes
and appoints Mark Davis, Tessa Wilmes, and Amanda Lahti, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead,
to:
| 1. | prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on
its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application,
including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the
SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation
of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof;
and |
| 2. | sign any and all SEC statements of beneficial ownership of securities of Tile Shop Holdings, Inc.
on Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto,
and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange
on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each act and thing requisite and necessary to be done under said Section 16(a), as fully and to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof. |
A copy of this power of attorney
shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such
authorization by written instructions to the attorneys-in-fact.
The authority granted hereby
shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations
to file a Form ID and Forms 3, 4 and 5 with the SEC.
Dated: February 23, 2025
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/s/ Joe Kinder |
| |
Name: Joe Kinder |
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