TCS Container Store Group Inc

*           Based on 50,555,098 shares of Common Stock outstanding as reported in the Form 10-Q filed by the Issuer on October 21, 2020, and calculated in accordance with Rule 13d-3(d)(1)(i).

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on November 18, 2013 with the Securities and Exchange Commission (the “Original Schedule 13D” and, as further amended and supplemented by Amendment No. 1 (“Amendment No. 1”) filed on May 10, 2016 and Amendment No. 2 (“Amendment No. 2”) filed on August 8, 2016, the “Schedule 13D”) by the Reporting Persons with respect to the Common Stock of the Issuer. Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Original Schedule 13D. William A. “Kip” Tindell, III and Sharon Tindell shall be deemed the “Reporting Persons.” This is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.

This Amendment amends and restates Item 2(a), Item 2(b) and Item 2(c) of the Original Schedule 13D in its entirety as set forth below:

Sharon Tindell is the former President and Chief Merchandising Officer and previously served on the Board of Directors of the Issuer.

This Amendment amends and supplements Item 4 of the Schedule 13D as set forth below:

From March 25, 2020 through July 23, 2020, William A. “Kip” Tindell and Sharon Tindell sold through a broker in multiple open market transactions an aggregate of 361,502 shares of Common Stock.

From September 1, 2020 through October 23, 2020, William A. “Kip” Tindell and Sharon Tindell sold through a broker in multiple open market transactions an aggregate of 381,137 shares of Common Stock at prices specified in Item 5(c) below. Item 5(c) is hereby incorporated by reference.

This Amendment amends Item 5 of the Schedule 13D as set forth below:

(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

The Reporting Persons collectively beneficially own 2,508,790 shares of Common Stock. William A. “Kip” Tindell and Sharon Tindell share beneficial ownership of 2,508,790 shares of Common Stock following the consolidation of their respective accounts, in which each of their shares of Common Stock were previously held separately, into a joint account.

(c)          This Amendment amends Item 5(c) of the Schedule 13D as set forth below:

In the past 60 days, the following sales of shares of Common Stock were effected by the Reporting Persons through a broker in the open market:

(e)           This Amendment amends Item 5(e) of the Schedule 13D as set forth below:

As a result of the dispositions from September 1, 2020 through October 23, 2020 by the Reporting Persons as described in Item 5(c), the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common Stock, and this Amendment constitutes an "exit filing" for the Reporting Persons.

Because William A. “Kip” Tindell, III and Sharon Tindell are husband and wife, they previously were deemed to share voting and investment control over each other’s shares, and may be deemed to be a group within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended. Following the effectiveness of the retirements from the Company of each of William A. “Kip” Tindell, III and Sharon Tindell and prior to the date hereof, William A. “Kip” Tindell, III and Sharon Tindell consolidated the accounts in which they previously held their respective accounts separately into a joint account.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:            October 29, 2020

EXHIBIT INDEX