Amended Statement of Beneficial Ownership (sc 13d/a)
September 28 2020 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
Under the Securities Exchange Act of
1934
(Amendment No. 2)
Tuesday Morning Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
899035505
(CUSIP Number)
Mr. Kenneth Traub
Delta Value Group, LLC
902 Broadway, 6th Floor
New York, New York 10010
(888) 418-9964
With a copy to:
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 318-3000
Attn: Steven Suzzan, Esq.
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
September 21, 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. ¨
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. 899035505
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1
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Name of Reporting Person
Delta Value Group Investment
Partnership, LP
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2
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Check the Appropriate
Box if a Member of a Group
(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
WC (See Item 3)
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5
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place
of Organization
Delaware
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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
0
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8
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Shared Voting Power
47,905
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
47,905
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11
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Aggregate Amount Beneficially
Owned by Each Reporting Person
47,905
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12
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Check Box 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
0.10% (1)
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14
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Type of Reporting Person
PN
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(1)
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Based upon 46,957,928 shares of Common Stock of the Issuer outstanding
as of September 10, 2020, as reported by the Issuer in its Form 10-K for the fiscal year ended June 30, 2020 filed with the Securities
and Exchange Commission (“SEC”) on September 14, 2020.
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CUSIP No. 899035505
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1
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Name of Reporting Person
Delta Value Group, LLC
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2
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Check the Appropriate Box if a Member of a Group
(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
OO (See Item 3)
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization
Delaware
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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
0
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8
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Shared Voting Power
47,905
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
47,905
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
47,905
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12
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Check Box 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
0.10% (1)
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14
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Type of Reporting Person
CO
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(1)
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Based upon 46,957,928 shares of Common Stock of the Issuer outstanding
as of September 10, 2020, as reported by the Issuer in its Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC
on September 14, 2020.
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CUSIP No. 899035505
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1
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Name of Reporting Person
Kenneth Traub
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2
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Check the Appropriate Box if a Member of a Group
(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
OO (See Item 3)
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
0
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8
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Shared Voting Power
47,905
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|
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
47,905
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
47,905
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12
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Check Box 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
0.10% (1)
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14
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Type of Reporting Person
IN
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(1)
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Based upon 46,957,928 shares of Common Stock of the Issuer outstanding
as of September 10, 2020, as reported by the Issuer in its Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC
on September 14, 2020.
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Introduction
This Amendment No. 2 (this “Amendment”) amends and
supplements the statement on Schedule 13D, which was filed on February 13, 2020, as amended by Amendment No. 1 (the “Amendment
No. 1”), which was filed on September 16, 2020 (the “Schedule 13D”), relating to the beneficial ownership of
the Common Stock, par value $0.01 per share (the “Shares”), of Tuesday Morning Corporation, a Delaware corporation
(the “Issuer”), filed by (i) Delta Value Group Investment Partnership, LP, a Delaware limited partnership (“DVG
Fund”), with respect to the Shares directly and beneficially owned by it, (ii) Delta Value Group, LLC, a Delaware limited
liability company (“DVG GP”), as the sole general partner of DVG Fund, and (iii) Kenneth Traub (“Traub”),
as the sole managing member of DVG GP. Capitalized terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Schedule 13D. This Amendment is being filed to report a greater than 1% decrease in the percentage of shares
beneficially owned by the Reporting Persons, the net impact of which was to reduce the Reporting Persons’ beneficial ownership
to below 5% of the Shares outstanding. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes
an exit filing for the Reporting Persons. Unless otherwise indicated herein, there are no material changes to the information set
forth in the Schedule 13D.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D
is hereby amended and supplemented by the addition of the following:
Since the Amendment No. 1 was filed, DVG Fund has sold (i) 450,000
of the Shares at an average price per share of $0.4898 in the open market on September 18, 2020, and (ii) 2,245,300 of the Shares
at an average price per share of $0.7303 in the open market on September 21, 2020, resulting in the sale of a total 2,695,300 of
the Shares. As a result of the foregoing sales, the beneficial ownership of the Reporting Persons has dropped to below 5% of the
outstanding Shares of the Company. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes
an exit filing for the Reporting Persons.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented by the
addition of the following:
Since the Amendment No. 1 was filed, DVG Fund has sold (i) 450,000
of the Shares at an average price per share of $0.4898 in the open market on September 18, 2020, and (ii) 2,245,300 of the Shares
at an average price per share of $0.7303 in the open market on September 21, 2020, resulting in the sale of a total 2,695,300 of
the Shares. As a result of the foregoing sales, the beneficial ownership of the Reporting Persons has dropped to below 5% of the
outstanding Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing
for the Reporting Persons.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D
is hereby amended and restated as follows:
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(a) and (b)
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As of the date hereof, the Shares are held directly by
DVG Fund. DVG GP serves as the general partner of and investment manager to DVG Fund. By reason of such relationships, DVG GP
may be deemed to share voting and dispositive power over the Shares listed as beneficially owned by DVG Fund. DVG GP disclaims
beneficial ownership of all such shares. Traub serves as sole managing member of DVG GP. By reason of such relationship, Traub
may be deemed to share voting and dispositive power over the Shares listed as beneficially owned by DVG Fund. Traub disclaims
beneficial ownership of all such shares, except to the extent of his pecuniary interest in DVG Fund and DVG GP.
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(c)
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The transactions in the Shares by DVG Fund during the
past sixty days are set forth below:
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Nature of the Transaction
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Amount of Securities
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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Sale of Common Stock
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(2,245,300)
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0.7303
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September 21, 2020
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Sale of Common Stock
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(450,000)
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0.4898
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September 18, 2020
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Sale of Common Stock
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(635,180)
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0.5311
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September 14, 2020
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Sale of Common Stock
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(470,000)
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0.4766
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September 8, 2020
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(d)
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Except as set forth in this Item 5, no other person is
known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by the Reporting Persons.
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(e)
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As a result of the transactions described herein, on September 18, 2020, each of the Reporting Persons
ceased to be the beneficial owner of more than five percent of the outstanding Shares. The filing of this Amendment represents
the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
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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: September 25, 2020
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DELTA VALUE GROUP INVESTMENT PARTNERSHIP, LP
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By:
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DELTA VALUE GROUP, LLC, its General Partner
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By:
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/s/ Kenneth Traub
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Name: Kenneth Traub
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Title: Managing Member
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DELTA VALUE GROUP, LLC
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By:
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/s/ Kenneth Traub
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Name: Kenneth Traub
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Title: Managing Member
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KENNETH TRAUB
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/s/ Kenneth Traub
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