SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Zeterberg Bridgett C.

(Last)

(First)

(Middle)

6250 LBJ FREEWAY

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2019

3. Issuer Name and Ticker or Trading Symbol
TUESDAY MORNING CORP/DE [ TUES ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, HR, GC & CORP SEC

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	41,377⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	07/12/2026	Common Stock	18,813	$7.91	D
Employee Stock Option (Right to Buy)	⁽³⁾	09/01/2026	Common Stock	3,016	$6.71	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	09/19/2027	Common Stock	17,742	$2.45	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	09/26/2028	Common Stock	17,742	$3.25	D

Explanation of Responses:

1. Reflects 40,677 shares of restricted stock granted under the Company's 2014 Long-Term Incentive Plan, including 18,628 shares of performance-based restricted stock (reflecting the maximum number of shares that may vest under the performance-based awards).

2. The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in four equal installments, with 25% having vested on July 12, 2017, 25% having vested on July 12, 2018, 25% having vested on July 12, 2019 and the remainder to vest on July 12, 2020.

3. The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in four equal installments, with 25% having vested on September 1, 2017, 25% having vested on September 1, 2018, 25% having vested on September 1, 2019 and the remainder to vest on September 1, 2020.

4. The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in four equal installments, with 25% having vested on September 19, 2018 and the remainder to vest in equal installments on September 19, 2019, September 19, 2020 and September 19, 2021.

5. The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in four equal installments on September 26, 2019, September 26, 2020, September 26, 2021 and September 26, 2022.

Remarks:

See Power of Attorney - Exhibit 24.1

	/s/Bridgett Zeterberg	09/12/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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