Statement of Changes in Beneficial Ownership (4)
December 30 2022 - 5:15PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
*
Osmium Partners, LLC |
2. Issuer Name and Ticker or Trading Symbol
TUESDAY MORNING CORP/DE
[
TUEM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner |
(Last)
(First)
(Middle)
300 DRAKES LANDING ROAD, SUITE 172 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/28/2022 |
(Street)
GREENBRAE, CA 94904
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/28/2022 | | J(1) | | 472110 | D | $0 (1) | 199843 | I | By Osmium Partners (Larkspur SPV), LP |
Common Stock | 12/28/2022 | | S | | 87269 | D | $0.6106 | 180134 | I | By Limited Partnerships (2) |
Common Stock | | | | | | | | 2703 | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants | $49.50 (4) | 12/28/2022 | | J (1) | | | 234199 | 2/9/2021 | 12/31/2025 | Common Stock | 234199 | $0 | 99135 | I | By Osmium Partners (Larkspur SPV), LP |
Explanation of Responses: |
(1) | On December 28, 2022, Tensile Capital Partners Master Fund LP ("Tensile") was removed as a partner of Osmium Partners (Larkspur SPV), LP ("Osmium Larkspur") and as a managing member of Osmium Partners (Equation) LLC, the general partner of Osmium Larkspur. Tensile received a distribution of 472,110 shares of common stock and 234,199 warrants to purchase common stock, as adjusted to give effect to the Issuer's 30:1 reverse stock split that occurred on November 29, 2022, of the Issuer held by Osmium Larkspur pro rata in accordance with its economic interests in Osmium Larkspur. |
(2) | By Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Partners (Larkspur SPV), LP. |
(3) | These shares are held directly by John Lewis. |
(4) | Adjusted to reflect the Issuer's 30:1 reverse stock split that occurred on November 29, 2022. |
Remarks: *All warrant and share amounts disclosed in this Form 4 reflect the Issuer's 30:1 reverse stock split that occurred on November 29, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Osmium Partners, LLC 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
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| Former 10% Owner |
OSMIUM CAPITAL LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
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| Former 10% Owner |
Osmium Capital II, LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
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| Former 10% Owner |
OSMIUM SPARTAN L P 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
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| Former 10% Owner |
Osmium Partners (Larkspur SPV), LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
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| Former 10% Owner |
Lewis John Hartnett 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
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| Former 10% Owner |
Osmium Partners (Equation) LLC 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
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| Former 10% Owner |
Signatures
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/s/ John H. Lewis, as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP and Osmium Spartan, LP and as Managing Member of the general partner of Osmium Partners (Larkspur SPV), LP | | 12/30/2022 |
**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 control number. |
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