Tile Shop Holdings Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 15:54

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fund 1 Investments, LLC
2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [TTSH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 CARR 115, UNIT 1900 		3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
(Street)
RINCON, PR 00677 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/13/2024 P 5,000 A $6.9315 8,355,469 I See Footnotes(1)(2)
Common Stock 11/14/2024 P 20,000 A $6.4255 8,375,469 I See Footnotes(1)(2)
Common Stock 11/14/2024 P 15,000 A $6.4709 8,390,469 I See Footnotes(1)(2)
Common Stock 11/15/2024 P 2,000 A $6.3931 8,392,469 I See Footnotes(1)(2)
Common Stock 11/15/2024 P 115,599 A $6.40 8,508,068 I See Footnotes(1)(2)
Common Stock 1,002,207 I See Footnotes(1)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fund 1 Investments, LLC
100 CARR 115
UNIT 1900
RINCON, PR 00677 		X
Pleasant Lake Partners LLC
100 CARR 115 UNIT 1900
RINCON, PR 00677 		X
Pleasant Lake Onshore Feeder Fund LP
100 CARR 115 UNIT 1900
RINCON, PR 00677 		X

Signatures

/s/ Fund 1 Investments, LLC by: Benjamin C. Cable, Chief Operating Officer 11/15/2024
**Signature of Reporting Person Date
/s/ Pleasant Lake Partners LLC by: Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer 11/15/2024
**Signature of Reporting Person Date
/s/ Pleasant Lake Onshore Feeder Fund, LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares reported herein are held for the benefit of Pleasant Lake Onshore Feeder Fund, LP (the "PL Fund") and an additional private investment vehicle for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
(2) Shares held for the account of the PL Fund.
(3) Shares held for the account of an unaffiliated private fund for which PLP serves as investment adviser.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.