SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SELATI ROBIN P (Last) (First) (Middle) THREE FIRST NATIONAL PLAZA SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TUESDAY MORNING CORP/DE [ TUES ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/02/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	09/02/2009		J(1)		550,000	D	$0	10,838,526	I	See footnotes(2)(3)
Common Stock	09/02/2009		J(4)		101,554	A	$0	101,554	I	See footnotes(4)(5)
Common Stock	09/02/2009		J(6)		353	A	$0	353	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Reflects a pro rata distribution of shares of common stock of the issuer by Madison Dearborn Capital Partners II, L.P. ("MDCP II"), the record owner of the shares, to its general and limited partners on September 2, 2009, including Madison Dearborn Partners II, L.P. ("MDP II"), the sole general partner of MDCP II; following such distribution and on the same day, MDP II further distributed (on a pro-rata basis) a portion of the shares of common stock of the issuer it received from MDCP II to its general and limited partners (the "Distribution").

2. MDP II is the general partner of MDCP II. The shares held by MDCP II may be deemed to be beneficially owned by MDP II, the sole general partner of MDCP II. The reporting person is a managing director of the general partner of MDP II (and a limited partner of MDP II), and therefore may be deemed to share beneficial ownership of the shares owned directly by MDCP II. John A. Canning, Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP II that has the power, acting by majority vote, to vote or dispose of the shares directly held by MDCP II. The reporting person and Messrs. (Continued in Footnote 3)

3. Canning, Finnegan and Mencoff and MDP II each hereby disclaims any beneficial ownership of any shares directly held by MDCP II or by MDP II, except to the extent of their respective pecuniary interest therein and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

4. Consists of shares of common stock of the issuer received by MDP II pursuant to the distribution by MDCP II to its partners, and retained by it following the Distribution.

5. The reporting person is a managing director of the general partner of MDP II (and a limited partner of MDP II) and may be deemed to have an indirect pecuniary interest in the shares owned by MDP II to the extent of the reporting person's proportionate interest in MDP II.

6. Consists of shares of common stock of the issuer received by the reporting person pursuant to the Distribution. In previous reports, the reporting person reported indirect beneficial ownership of these shares, which were previously held of record by MDCP II.

	/s/ Mark B. Tresnowski, as attorney-in-fact	09/04/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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