Mark B. Davis - Mar 6, 2023 Form 4 Insider Report for TILE SHOP HOLDINGS, INC. (TTSH)

Signature
/s/ Mark B. Davis
Stock symbol
TTSH
Transactions as of
Mar 6, 2023
Transactions value $
-$4,560
Form type
4
Date filed
3/8/2023, 06:26 PM
Previous filing
Mar 6, 2023
Next filing
Mar 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TTSH Common Stock Award $0 +9.26K +9.17% $0.00 110K Mar 6, 2023 Direct F1
transaction TTSH Common Stock Award $0 +18.5K +16.8% $0.00 129K Mar 6, 2023 Direct F2
transaction TTSH Common Stock Tax liability -$4.56K -923 -0.72% $4.94 128K Mar 7, 2023 Direct F3, F4, F5
holding TTSH Common Stock 820 Mar 6, 2023 By Child #1
holding TTSH Common Stock 775 Mar 6, 2023 By Child #2
holding TTSH Common Stock 765 Mar 6, 2023 By Child #3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TTSH Stock Option (Right to Buy) 5.4K Mar 6, 2023 Common Stock 5.4K $8.50 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of restricted stock for which the risks of forfeiture will lapse in three equal annual installments on each of 3/6/24, 3/6/25 and 3/6/26, subject to continuous employment as of the applicable vesting date.
F2 Represents shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 30% of the shares on the date the Issuer files its annual report for the year ending December 31, 2023, 30% of the shares on the date the Issuer files its annual report for the year ending December 31, 2024, and 40% of the shares on the date the Issuer files its annual report for the year ending December 31, 2025, subject to (i) Mr. Davis remaining in continuous employment with the Issuer through December 31 of the year preceding the applicable vesting date and (ii) the Issuer achieving 15%, 20%, and 20% of adjusted pre-tax return on capital employed (as such results are reported in the Issuer's annual report for the applicable year) for each respective year.
F3 The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock grant by directing the Issuer to withhold shares otherwise issuable upon vesting of the previously reported grant.
F4 Includes (i) 14,368 shares of restricted stock for which the risk of forfeiture will lapse on 10/23/23; (ii) 7,123 shares of restricted stock for which the risks of forfeiture will lapse as to 3,562 shares on 3/16/23 and 3,561 shares on 3/16/24; (iii) 5,073 shares of restricted stock for which the risks of forfeiture will lapse as to 2,533 shares on 3/15/23 and 2,540 shares on 3/15/24; (iv) 5,137 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/7/24 and 3/7/25; (v) 9,260 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/6/24, 3/6/25 and 3/6/26; and
F5 (vi) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Davis remaining in continuous employment with the Issuer through December 31 of the year preceding the applicable vesting date and the Issuer achieving its performance target for each respective year: (A) 6,085 shares for which the risks of forfeiture will lapse on the date the Issuer files its annual report for the 2023 fiscal year; (B) 10,788 shares for which the risks of forfeiture will lapse as to 30% and 40% of the initial number of shares granted on each of the dates the Issuer files its annual report for the 2023 and 2024 fiscal years, respectively; and (C) 18,519 shares for which the risks of forfeiture will lapse as to 30%, 30% and 40% on each of the dates the Issuer files its annual report for the 2023, 2024 and 2025 fiscal years, respectively. The Issuer's proxy statement contains additional information regarding the applicable performance targets.
F6 Fully exercisable.