Amended Statement of Beneficial Ownership (sc 13d/a)
January 14 2020 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
TILE SHOP HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
88677Q109
(CUSIP Number)
Peter H. Kamin
2720 Donald Ross Road, #311
Palm Beach Gardens, Florida 33410
(763) 852-2950
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 10, 2020
(Date of Event which Requires Filing of
this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 88677Q109
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13D
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Page 2 of 4 Pages
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1
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NAME OF REPORTING PERSON
Peter H. Kamin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
6,741,035(1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
6,741,035(1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
6,741,035(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
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14
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TYPE OF REPORTING PERSON
IN
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____________
(1) Includes (i) 1,694,608 shares of Common
Stock held by the Peter H. Kamin Revocable Trust dated February 2003, of which Peter H. Kamin is the trustee; (ii) 1,033,562 shares
of Common Stock held by the Peter H. Kamin Childrens Trust dated March 1997, of which Mr. Kamin is the trustee; (iii) 97,453 shares
of Common Stock held by the Peter H. Kamin Family Foundation, of which Mr. Kamin is the trustee; (iv) 328,711 shares of Common
Stock held by the Peter H. Kamin GST Trust, of which Mr. Kamin is the trustee; and (v) 333,307 shares of Common Stock held by 3K
Limited Partnership, of which Mr. Kamin is the general partner. Also includes 21,499 shares of restricted Common Stock received
as director compensation, which are subject to a risk of forfeiture until the earlier of (a) the date of the Company’s next
annual meeting of stockholders and (b) July 16, 2020.
CUSIP No. 88677Q109
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13D
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Page 3 of 4 Pages
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This Amendment No.
1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement of Beneficial
Ownership on Schedule 13D filed by the Reporting Person on November 4, 2019, as amended (this “Statement” or “Schedule
13D”), with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Tile Shop Holdings,
Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 1 shall
have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains
unchanged.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The total cost for
purchasing the Common Stock reported as owned by the Reporting Person, including brokerage commissions, was approximately $25,280,000.
The source of funds was personal funds.
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Item 4.
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Purpose of Transaction.
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On January 10, 2020,
Peter Kamin, a director of the Company, delivered a Director Standstill Commitment to the Company, which commitments were delivered
by all directors of the Company. Each director committed not to, directly or through any affiliate, purchase any shares of the
Company’s common stock if, as a result of such purchase, (i) the director would beneficially own in the aggregate more than
five percent of the issued and outstanding shares of the Company’s common stock, provided that if the director already beneficially
owns more than five percent of the issued and outstanding shares of the Company’s common stock, then the director will not
purchase any additional shares, or (ii) to the knowledge of the director, all of the then-serving directors of the Company would
together in the aggregate beneficially own in excess of 50 percent of the issued and outstanding shares of the Company’s
common stock. The Company’s future grants of equity compensation to the directors are not covered by these commitments as
long as such grants are substantially consistent with the past practices of the Company and are made in connection with the director’s
role as a member of the board of directors of the Company (the “Board”).
The restrictions described
above do not prohibit any of the directors from directly or indirectly making an offer to acquire, and/or consummating the acquisition
of, all of the issued and outstanding shares of the Company’s common stock pursuant to a merger or other agreement entered
into with the Company in compliance with applicable law that is approved by (i) a majority of the members of the Board not including
any directors of the Company participating directly or indirectly as an acquiror in such acquisition and (ii) the holders of a
majority of the shares of the Company’s common stock not including the shares that are beneficially owned by the director
making the offer, his affiliates or any other party participating directly or indirectly as an acquiror in such acquisition.
The Director Standstill
Commitments are binding and irrevocable and extend until the later of (i) two years and (ii) the date upon which the director’s
service as a member of the Board ends.
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Item 5.
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Interest in Securities of the Issuer.
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(a) The Reporting Person
beneficially owns in the aggregate 6,741,035 shares of Common Stock, which represents approximately 13.2% of the Company’s
outstanding shares of Common Stock.
The percentage ownership
of Common Stock set forth in this Statement is based on the 50,883,029 shares of Common Stock reported by the Company as outstanding
as of October 28, 2019 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
(c) No transactions
in the Common Stock have been effected by the Reporting Person in the last 60 days.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Information set forth
under Item 4 above is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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99.1 Director Standstill Commitment, dated January 10, 2020.
CUSIP No. 88677Q109
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13D
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Page 4 of 4 Pages
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 14, 2020
/s/
Peter H. Kamin
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Peter H. Kamin
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