TTSH

SEC source: 0001104659-21-048553 · tm2110111d5_4a.xml · nonDerivative · entry 1

KINDER JOSEPH · CIK 0001555217 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,492

F1 · shares: This amendment is being filed to report the number of shares withheld to cover taxes that had been incorrectly reported as a result of an administrative error.

F2 · balance_after: Includes (i) 42,741 shares of restricted stock for which the risks of forfeiture will lapse as to 14,247 shares on each of 3/16/22, 3/16/23 and 3/16/24; (ii) 7,607 shares of restricted stock for which the risks of forfeiture will lapse as to 2,535 shares on 3/15/22 and 2,536 shares on each of 3/15/23 and 3/15/24; and (iii) 15,214 shares of performance-based restricted stock for which the risks of forfeiture will lapse in three installments of 4,564, 4,564 and 6,086 on each of the dates that the Issuer files its annual report for the years ending December 31, 2021, 2022 and 2023, respectively, subject to Mr. Kinder remaining in continuous employment with the Issuer prior to and as of December 31 of the year preceding the applicable vesting date and the Issuer achieving its performance target for each respective year.

SEC source: 0001104659-21-037911 · tm2110111-3_4seq1.xml · nonDerivative · entry 2

Lolmaugh Cabell · CIK 0001731797 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 185,020

F2 · shares: Represents 30,428 shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 9,128 shares on the date the Issuer files its annual report for the year ending December 31, 2021, 9,128 shares on the date the Issuer files its annual report for the year ending December 31, 2022, and 12,172 shares on the date the Issuer files its annual report for the year ending December 31, 2023, subject to (i) Mr. Lolmaugh remaining in continuous employment with the Issuer prior to and as of December 31 of the year preceding the applicable vesting date and (ii) the Issuer achieving its performance target for each respective year.

SEC source: 0001104659-21-037911 · tm2110111-3_4seq1.xml · nonDerivative · entry 1

Lolmaugh Cabell · CIK 0001731797 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 154,592

F1 · shares: Represents 15,214 shares of restricted stock for which the risks of forfeiture will lapse as to 5,071 shares on each of 3/15/22 and 3/15/23 and 5,072 shares on 3/15/24, subject to continuous employment as of the applicable vesting date.

SEC source: 0001104659-21-037912 · tm2110111-4_4seq1.xml · nonDerivative · entry 2

DiMattia Nancy · CIK 0001787810 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 112,284

F2 · shares: Represents 20,285 shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 6,085 shares on the date the Issuer files its annual report for the year ending December 31, 2021, 6,085 shares on the date the Issuer files its annual report for the year ending December 31, 2022, and 8,115 shares on the date the Issuer files its annual report for the year ending December 31, 2023, subject to (i) Ms. DiMattia remaining in continuous employment with the Issuer prior to and as of December 31 of the year preceding the applicable vesting date and (ii) the Issuer achieving its performance target for each respective year.

SEC source: 0001104659-21-037912 · tm2110111-4_4seq1.xml · nonDerivative · entry 1

DiMattia Nancy · CIK 0001787810 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,999

F1 · shares: Represents 10,143 shares of restricted stock for which the risks of forfeiture will lapse as to 3,381 shares on each of 3/15/22, 3/15/23 and 3/15/24, subject to continuous employment as of the applicable vesting date.

SEC source: 0001104659-21-037909 · tm2110111-2_4seq1.xml · nonDerivative · entry 2

Davis Mark Burton · CIK 0001787766 · VP Inv. Relations & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 104,700

F2 · shares: Represents 15,214 shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 4,564 shares on the date the Issuer files its annual report for the year ending December 31, 2021, 4,564 shares on the date the Issuer files its annual report for the year ending December 31, 2022, and 6,086 shares on the date the Issuer files its annual report for the year ending December 31, 2023, subject to (i) Mr. Davis remaining in continuous employment with the Issuer prior to and as of December 31 of the year preceding the applicable vesting date and (ii) the Issuer achieving its performance target for each respective year.

SEC source: 0001104659-21-037909 · tm2110111-2_4seq1.xml · nonDerivative · entry 1

Davis Mark Burton · CIK 0001787766 · VP Inv. Relations & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,486

F1 · shares: Represents 7,607 shares of restricted stock for which the risks of forfeiture will lapse as to 2,535 shares on 3/15/22 and 2,536 shares on each of 3/15/23 and 3/15/24, subject to continuous employment as of the applicable vesting date.

SEC source: 0001104659-21-037906 · tm2110111-1_4seq1.xml · nonDerivative · entry 2

KINDER JOSEPH · CIK 0001555217 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,809

F2 · shares: Represents 15,214 shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 4,564 shares on the date the Issuer files its annual report for the year ending December 31, 2021, 4,564 shares on the date the Issuer files its annual report for the year ending December 31, 2022, and 6,086 shares on the date the Issuer files its annual report for the year ending December 31, 2023, subject to (i) Mr. Kinder remaining in continuous employment with the Issuer prior to and as of December 31 of the year preceding the applicable vesting date and (ii) the Issuer achieving its performance target for each respective year.

SEC source: 0001104659-21-037906 · tm2110111-1_4seq1.xml · nonDerivative · entry 1

KINDER JOSEPH · CIK 0001555217 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 64,595

F1 · shares: Represents 7,607 shares of restricted stock for which the risks of forfeiture will lapse as to 2,535 shares on 3/15/22 and 2,536 shares on each of 3/15/23 and 3/15/24, subject to continuous employment as of the applicable vesting date.

SEC source: 0001235802-21-000020 · primary_doc.xml · nonDerivative · entry 7

RUCKER ROBERT A · CIK 0001555206 · Reported voluntarily

TILE SHOP, INC. · CIK 0001555223 · Reported voluntarily

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 4,429,974

F7 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.45 to $6.91, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (7) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-21-000020 · primary_doc.xml · nonDerivative · entry 6

RUCKER ROBERT A · CIK 0001555206 · Reported voluntarily

TILE SHOP, INC. · CIK 0001555223 · Reported voluntarily

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 4,687,974

F6 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.898857 to $6.90, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (6) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-21-000020 · primary_doc.xml · nonDerivative · entry 5

RUCKER ROBERT A · CIK 0001555206 · Reported voluntarily

TILE SHOP, INC. · CIK 0001555223 · Reported voluntarily

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 4,729,974

F5 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.25 to $6.50069, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (5) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-21-000020 · primary_doc.xml · nonDerivative · entry 4

RUCKER ROBERT A · CIK 0001555206 · Reported voluntarily

TILE SHOP, INC. · CIK 0001555223 · Reported voluntarily

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 4,805,674

F4 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.26 to $6.315588, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-21-000020 · primary_doc.xml · nonDerivative · entry 3

RUCKER ROBERT A · CIK 0001555206 · Reported voluntarily

TILE SHOP, INC. · CIK 0001555223 · Reported voluntarily

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 4,821,674

F3 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.27 to $6.28, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (3) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-21-000020 · primary_doc.xml · nonDerivative · entry 2

RUCKER ROBERT A · CIK 0001555206 · Reported voluntarily

TILE SHOP, INC. · CIK 0001555223 · Reported voluntarily

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 4,971,074

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-21-000020 · primary_doc.xml · nonDerivative · entry 1

RUCKER ROBERT A · CIK 0001555206 · Reported voluntarily

TILE SHOP, INC. · CIK 0001555223 · Reported voluntarily

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 4,975,874

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.267308 to $6.28, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001104659-21-026535 · tm217635-1_4seq1.xml · nonDerivative · entry 1

Lolmaugh Cabell · CIK 0001731797 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 139,378

F1 · shares: 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.

F2 · balance_after: Includes (i) 3,012 shares of restricted stock for which the risks of forfeiture lapse on 10/17/21; (ii) 5,625 shares of restricted stock for which the risks of forfeiture will lapse on 2/22/22; and (iii) 113,976 shares of restricted stock for which the risks of forfeiture will lapse as to 28,494 shares on each of 3/16/21, 3/16/22, 3/16/23 and 3/16/24.

SEC source: 0001104659-21-026498 · tm217635-2_4seq1.xml · nonDerivative · entry 1

Davis Mark Burton · CIK 0001787766 · VP Inv. Relations & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,879

F1 · shares: 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.

F2 · balance_after: Includes (i) 3,195 shares of restricted stock for which the risks of forfeiture will lapse as to 1,597 shares on 2/20/22 and 1,598 shares on 2/20/23; (ii) 43,104 shares of restricted stock for which the risks of forfeiture will lapse as to 14,368 shares on each of 10/23/21, 10/23/22 and 10/23/23; and (iii) 14,247 shares of restricted stock for which the risks of forfeiture will lapse as to 3,562 shares on each of 3/16/21, 3/16/22 and 3/16/23 and 3,561 shares on 3/16/24.

SEC source: 0001104659-21-025107 · tm217117d1_form4.xml · nonDerivative · entry 1

LIVINGSTON PHILIP B · CIK 0001020149 · Former Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,638

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.95 to $7.39 inclusive. The reporting person undertakes to provide Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001213900-21-006187 · ownership.xml · nonDerivative · entry 1

B. Riley Financial, Inc. · CIK 0001464790 · See Remarks

BRC Partners Opportunity Fund, LP · CIK 0001642765 · See Remarks

BRC Partners Management GP, LLC · CIK 0001749420 · See Remarks

B. RILEY CAPITAL MANAGEMENT, LLC · CIK 0001658704 · See Remarks

B. Riley Securities, Inc. · CIK 0001505748 · See Remarks

RILEY BRYANT R · CIK 0001207269 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By B. Riley Securities, Inc.

Disclosed balance after: 2,328,900

F1 · ownership.nature: This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), and B. Riley Securities, Inc., a Delaware corporation ("BRS"), (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock of the Issuer reported herein except to the extent of its pecuniary interest therein.

F2 · ownership.nature: BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), is a subsidiary of B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, each of BRPGP, BRCM and BRF may be deemed to beneficially own the shares of Common Stock owned directly by BRPLP. BRF is the parent company of BRS. As a result, BRF may be deemed to beneficially own the shares of Common Stock owned directly by BRS.

F3 · ownership.nature: Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. Accordingly, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock held by BRPLP and BRS. Each of Bryant R. Riley, BRF, BRS, BRPGP, BRCM and BRPLP disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest therein.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 11

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,329

F8 · balance_after: The reporting person previously reported direct holdings of 75,596 shares in its Form 4 filed on November 19, 2020. In December 22, 2020, 72,454 shares were transferred from the reporting person's indirect holdings held by The Tile Shop, Inc. to the reporting person's direct account. The reporting person's direct holdings were also reduced by 24,571 shares that were subject to a restricted stock grant that was forfeited.

SEC source: 0001104659-20-140314 · tm2039542d1_4seq1.xml · nonDerivative · entry 1

LIVINGSTON PHILIP B · CIK 0001020149 · Former Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,333

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.26 to $4.32 inclusive. The reporting person undertakes to provide Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 10

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By UGMA #5

Disclosed balance after: 6,550

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 9

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 64,529

F8 · balance_after: The reporting person previously reported direct holdings of 75,596 shares in its Form 4 filed on November 19, 2020. In December 22, 2020, 72,454 shares were transferred from the reporting person's indirect holdings held by The Tile Shop, Inc. to the reporting person's direct account. The reporting person's direct holdings were also reduced by 24,571 shares that were subject to a restricted stock grant that was forfeited.

SEC source: 0001104659-20-133803 · tm2038133d1_form4.xml · nonDerivative · entry 4

LIVINGSTON PHILIP B · CIK 0001020149 · Former Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,333

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.20 to $4.37 inclusive. The reporting person undertakes to provide Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001104659-20-133803 · tm2038133d1_form4.xml · nonDerivative · entry 3

LIVINGSTON PHILIP B · CIK 0001020149 · Former Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,633

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.25 to $4.35 inclusive. The reporting person undertakes to provide Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001104659-20-133803 · tm2038133d1_form4.xml · nonDerivative · entry 2

LIVINGSTON PHILIP B · CIK 0001020149 · Former Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,383

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.30 to $4.49 inclusive. The reporting person undertakes to provide Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001104659-20-133803 · tm2038133d1_form4.xml · nonDerivative · entry 1

LIVINGSTON PHILIP B · CIK 0001020149 · Former Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,583

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.45 to $4.55 inclusive. The reporting person undertakes to provide Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001235802-20-000134 · primary_doc.xml · nonDerivative · entry 5

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 5,102,428

F4 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.90 to $3.97, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-20-000134 · primary_doc.xml · nonDerivative · entry 4

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 5,129,649

F3 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.55 to $3.93, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (3) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-20-000134 · primary_doc.xml · nonDerivative · entry 3

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 5,410,026

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001104659-23-001943 · tm232570d1_4.xml · nonDerivative · entry 1

KINDER JOSEPH · CIK 0001555217 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 600

SEC source: 0001235802-20-000134 · primary_doc.xml · nonDerivative · entry 2

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 5,413,291

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001235802-20-000134 · primary_doc.xml · nonDerivative · entry 1

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Tile Shop, Inc.

Disclosed balance after: 5,416,591

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.7425 to $3.90, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

F2 · ownership.nature: These securities are owned by The Tile Shop, Inc. Mr. Rucker is the sole director of The Tile Shop, Inc. Mr. Rucker disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rucker is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001104659-20-123698 · tm2035624-1_4.xml · nonDerivative · entry 1

LIVINGSTON PHILIP B · CIK 0001020149 · Former Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 47,583

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.92 to $4.00 inclusive. The reporting person undertakes to provide Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0001104659-20-117888 · tm2034216-2_4.xml · nonDerivative · entry 1

DiMattia Nancy · CIK 0001787810 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,856

F1 · shares: The reporting person has elected to satisfy her 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.

F2 · balance_after: Includes (i) 43,104 shares of restricted stock for which the risks of forfeiture will lapse as to 14,368 shares on each of 10/23/21, 10/23/22 and 10/23/23 and (ii) 28,494 shares of restricted stock for which the risks of forfeiture will lapse as to 7,124 shares on each of 3/16/21 and 3/16/22 and 7,123 shares on each of 3/16/23 and 3/16/24.

SEC source: 0001104659-20-117887 · tm2034216-1_4.xml · nonDerivative · entry 1

Davis Mark Burton · CIK 0001787766 · VP Inv. Relations & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,354

F1 · shares: 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.

F2 · balance_after: Includes (i) 4,792 shares of restricted stock for which the risks of forfeiture will lapse as to 1,598 shares on 2/20/21 and as to 1,597 shares on each of 2/20/22 and 2/20/23; (ii) 43,104 shares of restricted stock for which the risks of forfeiture will lapse as to 14,368 shares on each of 10/23/21, 10/23/22 and 10/23/23; and (iii) 14,247 shares of restricted stock for which the risks of forfeiture will lapse as to 3,562 shares on each of 3/16/21, 3/16/22 and 3/16/23 and 3,561 shares on 3/16/24.

SEC source: 0001104659-20-116543 · tm2033855d1_4.xml · nonDerivative · entry 1

Lolmaugh Cabell · CIK 0001731797 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 141,398

F1 · shares: 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.

F2 · balance_after: Includes (i) 6,024 shares of restricted stock for which the risks of forfeiture lapse as to 3,012 shares on each of 10/17/20 and 10/17/21; (ii) 11,250 shares of restricted stock for which the risks of forfeiture will lapse as to 5,625 shares on each of 2/22/21 and 2/22/22; and (iii) 113,976 shares of restricted stock for which the risks of forfeiture will lapse as to 28,494 shares on each of 3/16/21, 3/16/22, 3/16/23 and 3/16/24.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 8

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By UGMA #7

Disclosed balance after: 0

F7 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.81 to $2.83, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 7

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 0

F6 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.40 to $2.42, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 6

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By UGMA #6

Disclosed balance after: 0

F5 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.50 to $2.55, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 5

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By UGMA #5

Disclosed balance after: 0

F4 · shares: These shares were previously reported as indirectly held by the reporting person's spouse but should have been reported as held indirectly in an UGMA account. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.49 to $2.50, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

F4 · price: These shares were previously reported as indirectly held by the reporting person's spouse but should have been reported as held indirectly in an UGMA account. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.49 to $2.50, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 4

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By UGMA #4

Disclosed balance after: 0

F3 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.55 to $2.575, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 3

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By UGMA #3

Disclosed balance after: 0

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.55 to $2.60, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 2

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By UGMA #2

Disclosed balance after: 0

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.50 to $2.60, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

SEC source: 0001235802-21-000007 · primary_doc.xml · nonDerivative · entry 1

RUCKER ROBERT A · CIK 0001555206 · 10% owner

TILE SHOP, INC. · CIK 0001555223 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By UGMA #1

Disclosed balance after: 0

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.50 to $2.60, inclusive. The reporting person undertakes to provide to Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc.

SEC source: 0001104659-20-085639 · tm2025397-3_4.xml · nonDerivative · entry 1

Kamin Peter · CIK 0000937541 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,361,243

F1 · shares: Represents 107,849 shares of restricted stock granted pursuant to the Company's 2012 Omnibus Award Plan, 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 21, 2021.

SEC source: 0001104659-20-085637 · tm2025397-2_4.xml · nonDerivative · entry 1

Solheid Linda · CIK 0001811368 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,950

F1 · shares: Represents 35,950 shares of restricted stock granted pursuant to the Company's 2012 Omnibus Award Plan, 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 21, 2021.

SEC source: 0001104659-20-085645 · tm2025397-4_4.xml · nonDerivative · entry 1

BONNEY MARK J · CIK 0001232607 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,140

F1 · shares: Represents 43,140 shares of restricted stock granted pursuant to the Company's 2012 Omnibus Award Plan, 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 21, 2021.

SEC source: 0001104659-20-085634 · tm2025397-1_4.xml · nonDerivative · entry 1

Glasser Deborah K · CIK 0001812126 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 85,737

F2 · shares: Represents 71,900 shares of restricted stock granted pursuant to the Company's 2012 Omnibus Award Plan, 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 21, 2021.

F1 · balance_after: Includes 9,037 shares held in account jointly with spouse.