TUES Tuesday Morning Corp

This statement on Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Shares”), of Tuesday Morning Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 6250 LBJ Freeway, Dallas, Texas 75240.

DVG Fund, DVG GP and Traub are herein collectively referred to as the “Reporting Persons” and individually as a “Reporting Person.” The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1.

The aggregate purchase price of the Shares disclosed herein is $5,875,726 (excluding brokerage commissions). The Shares were purchased in open market transactions, as set forth in Schedule A, which is incorporated by reference herein. The source of funds for acquiring the foregoing shares of Common Stock was the working capital of DVG Fund.

The Reporting Persons purchased the Shares for investment purposes and intend to take such actions with respect to their investment in the Issuer as they deem appropriate. The Reporting Persons intend to have cooperative and constructive discussions with the Issuer regarding their investment in the Issuer. The Reporting Persons further intend that such discussions will include the possible acquisition of all of the outstanding Shares, and reserve the right to take such other actions they deem appropriate, including proposing potential business combinations or dispositions involving the Issuer, proposing changes to the governance of the Issuer and engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Depending upon market-related and other conditions, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of the Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

Any action or actions the Reporting Persons might undertake with respect to the Shares will be dependent upon their review of numerous factors, including, without limitation, available information about the Issuer, including its financial position and operating performance, the price levels and liquidity of the Shares, and general economic and industry conditions. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters.

(a) and (b)      As of the date hereof, the Shares are held directly by DVG Fund. DVG GP serves as the general partner of and investment manager to DVG Fund. By reason of such relationships, DVG GP may be deemed to share voting and dispositive power over the Shares listed as beneficially owned by DVG Fund. DVG GP disclaims beneficial ownership of all such shares. Traub serves as the sole managing member of DVG GP. By reason of such relationship, Traub may be deemed to share voting and dispositive power over the Shares listed as beneficially owned by DVG Fund. Traub disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest in DVG Fund and DVG GP.

DVG Fund is a private investment fund formed for the purpose of acquiring and holding Shares. Other than the amended and restated limited partnership agreement of DVG Fund, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

On February 13, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

SIGNATURES

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: February 13, 2020

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Delta Value Group Investment Partnership, LP