* 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 5 Pages
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1
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NAME OF REPORTING PERSON
The Tile Shop, Inc.
|
|
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
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
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
Minnesota
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
5,452,428(1)
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8
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SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
5,452,428(1)
|
10
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SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,452,428(1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14
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TYPE OF REPORTING PERSON
CO
|
|
|
|
|
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_____________
(1) Mr. Rucker is the sole officer and
member of the board of directors of The Tile Shop, Inc. (“TS, Inc.”), holds sole voting and dispositive power over
the securities held by TS, Inc., and may be deemed to beneficially own the securities held by TS, Inc.
CUSIP No. 88677Q109
|
13D
|
Page 3 of 5 Pages
|
1
|
NAME OF REPORTING PERSON
Robert A. Rucker
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
5,555,064(1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
5,555,064(1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,555,064(1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
|
14
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TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
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_____________
(1) Includes (i) 5,452,428 shares of common
stock, par value $0.0001 per share (the “Common Stock”), held by TS, Inc., (ii) 3,380 shares of Common Stock held by
Mr. Rucker’s spouse, and (iii) 23,660 shares of Common Stock held by Mr. Rucker as custodian for minor children under the
Uniform Gifts to Minors Act. Also includes 24,571 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. Mr. Rucker is the sole officer and member of the board of directors of TS, Inc., holds sole voting and dispositive
power over the securities held by TS, Inc., and may be deemed to beneficially own the securities held by TS, Inc.
CUSIP No. 88677Q109
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13D
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Page 4 of 5 Pages
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This Amendment No.
5 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 5”) amends the Statement of Beneficial
Ownership on Schedule 13D filed by the Reporting Persons on August 29, 2012, 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. 5 shall
have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 5, the Schedule 13D remains
unchanged.
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Item 3.
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Source and Amount of Funds.
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The transfers described
in Item 5 below were effected pursuant to the terms of the trusts for no consideration and were among entities controlled by Rucker,
including TS, Inc. and certain Grantor Retained Annuity Trusts controlled by Rucker.
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Item 4.
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Purpose of Transaction.
|
On January 10, 2020,
Robert Rucker, 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 Persons
beneficially own in the aggregate 5,555,064 shares of Common Stock, which represents approximately 10.9% of the Company’s
outstanding shares of Common Stock.
Each of the Reporting
Persons holds the number and percentage of shares of Common Stock disclosed as owned by it or him in the applicable table set forth
on the cover page to this Statement.
Each 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) The Reporting Persons
effected the following transactions during the past 60 days.
On January 15, 2020,
the Robert A Rucker 2017 Grantor Retained Annuity II Trust transferred 515,000 shares of Common Stock to TS, Inc. pursuant to the
terms of the trust, for no consideration.
On January 17, 2020,
the Robert A Rucker 2018 Grantor Retained Annuity II Trust transferred 2,500,000 shares of Common Stock to TS, Inc. pursuant to
the terms of the trust, for no consideration.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
|
Information set forth
under Item 4 above is incorporated herein by reference.
Pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect
to the joint filing of this Amendment No. 5, which agreement is set forth on the signature page to this Statement.
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Item 7.
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Material to be Filed as Exhibits.
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CUSIP No. 88677Q109
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13D
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Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best
of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: January 24, 2020
THE TILE SHOP, INC.
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|
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By:
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/s/ Robert A. Rucker
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Name: Robert A. Rucker
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Title: President
|
|
|
|
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/s/ Robert A. Rucker
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ROBERT A. RUCKER
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