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
X	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* CHILDS JOHN W (Last) (First) (Middle) BAY COLONY CORPORATE CENTER 1000 WINTER STREET, SUITE 4300 (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol JWC Acquisition Corp. [ JWCA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 08/21/2012
	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	08/21/2012		J(1)		2,014,536	D	$0	0	I	See Footnote(2)
Common Stock	08/21/2012		D		662,329	D	(3)	0	D(4)

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
Warrants to Purchase Common Stock	$11.5	08/21/2012		D			2,450,264	(5)	(5)	Common Stock	2,450,264	(6)	0	D
Warrants to Purchase Common Stock	$11.5	08/21/2012		S			2,128,582	(5)	(5)	Common Stock	2,128,582	$0.7655(7)	0	I	See footnote.(8)

Explanation of Responses:

1. Pro rata distribution by JWC Acquisition, LLC to its LLC members for no consideration

2. John W. Childs is the controlling member of JWC Acquisition, LLC, the Issuer's sponsor. Mr. Childs disclaims beneficial ownership of all shares distributed by JWC Acquisition LLC except for the 465,942 that were distributed to him and in which he previously had a pecuniary interest.

3. Disposed of pursuant to merger between the issuer and Tile Shop Holdings, Inc. in exchange for 662,329 shares of common stock of Tile Shop Holdings, Inc.

4. Reflects change in form of beneficial ownership from indirect to direct pursuant to a transfer for no consideration that did not change Mr. Childs' pecuniary interest and is therefore exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934.

5. The warrants (i) would have become exercisable on the latter of 30 days after the completion of the Issuer's initial business combination or 12 months after the closing of the Issuer's initial public offering (provided, in each case, that the shares issuable upon exercise of such warrants have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933 and qualified for or exempt from registration under the securities laws of the state of residence of the holder) and (ii) would have expired worthless if the Issuer had not completed an initial business combination.

6. In the merger these warrants were assumed by Tile Shop Holdings, Inc. and became exercisable for 2,450,264 shares of common stock of Tile Shop Holdings, Inc. for $11.50 per share.

7. Mr. Childs has paid the issuer an amount which the issuer has agreed represents the full amount of any liability under section 16(b) for matching the purchase of shares of common stock on August 15 with the sale of warrants reported herein.

8. Warrants were held by JWC Warrant Holdings, LLC, of which Mr. Childs is the controlling member. The transaction reported reflects the number of warrants held by JWC Warrant Holdings, LLC in which the Reporting Person had, and previously reported, a pecuniary interest. The Reporting Person had no pecuniary interest in any other warrants held by JWC Warrant Holdings, LLC.

	/s/ Bernard S. Kramer, Attorney-in-Fact	08/21/2012
	** Signature of Reporting Person	Date
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