SC 13G/A

0001193125-18-045305.txt : 20180214 0001193125-18-045305.hdr.sgml : 20180214 20180214150109 ACCESSION NUMBER: 0001193125-18-045305 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: PAR CAPITAL MANAGEMENT, INC. GROUP MEMBERS: PAR GROUP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUESDAY MORNING CORP/DE CENTRAL INDEX KEY: 0000878726 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 752398532 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42341 FILM NUMBER: 18611367 BUSINESS ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-387-3562 MAIL ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAR INVESTMENT PARTNERS LP CENTRAL INDEX KEY: 0001066867 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PAR CAPITAL MGT STREET 2: 200 CLARENDON STREET FL 48 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175268964 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: FL 48 CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 d488876dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Tuesday Morning Corp

(Name of Issuer)

Common stock, par value $0.01

(Title of Class of Securities)

899035505

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 899035505


1	NAMES OF REPORTING PERSONS PAR Investment Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 4,468,600
		6	SHARED VOTING POWER None
		7	SOLE DISPOSITIVE POWER 4,468,600
		8	SHARED DISPOSITIVE POWER None
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,600
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 899035505


1	NAMES OF REPORTING PERSONS PAR Group, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 4,468,600
		6	SHARED VOTING POWER None
		7	SOLE DISPOSITIVE POWER 4,468,600
		8	SHARED DISPOSITIVE POWER None
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,600
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 899035505


1	NAMES OF REPORTING PERSONS PAR Capital Management, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 4,468,600
		6	SHARED VOTING POWER None
		7	SOLE DISPOSITIVE POWER 4,468,600
		8	SHARED DISPOSITIVE POWER None
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,600
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

Item 1(a) Name of issuer.

Tuesday Morning Corp

Item 1(b) Address of issuer’s principal executive offices.

6250 LBJ Freeway

Dallas, Texas 75240

Item 2(a) Name of person filing.

PAR Investment Partners, L.P.

PAR Group, L.P.

PAR Capital Management, Inc.

Item 2(b) Address or principal business office or, if none, residence.

PAR Capital Management, Inc.

200 Clarendon Street, Fl 48

Boston, MA 02116

Item 2(c) Citizenship.

State of Delaware

Item 2(d) Title of class of securities.

Common stock, par value $0.01

Item 2(e) CUSIP No.

899035505

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

Each reporting person: 4,468,600

(b) Percent of Class:

Each reporting person: 9.7%

(i) sole power to vote or to direct the vote 4,468,600

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the disposition of 4,468,600

(iv) shared power to dispose or to direct the disposition of 0

(2) Number of shares as to which PAR Group, L.P. has:

(i) sole power to vote or to direct the vote 4,468,600

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the disposition of 4,468,600

(iv) shared power to dispose or to direct the disposition of 0

(3) Number of shares as to which PAR Capital Management, Inc. has:

(i) sole power to vote or to direct the vote 4,468,600

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the disposition of 4,468,600

(iv) shared power to dispose or to direct the disposition of 0

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

The sole general partner of PAR Investment Partners, L.P. is PAR Group, L.P. The sole general partner of PAR Group L.P., is PAR Capital Management, Inc. Each of PAR Group, L.P. and PAR Capital Management, Inc. may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners, L.P.

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


February 14, 2018
	PAR INVESTMENT PARTNERS, L.P.

	By:	PAR Group, L.P.
		its general partner
	By:	PAR Capital Management, Inc.
		its general partner

	By:	/s/ Steven M. Smith
		Steven M. Smith, Chief Operating Officer

	PAR GROUP, L.P.

	By:	PAR Capital Management, Inc.
		its general partner

	By:	/s/ Steven M. Smith
		Steven M. Smith, Chief Operating Officer

	PAR CAPITAL MANAGEMENT, Inc.

	By:	/s/ Steven M. Smith
		Steven M. Smith, Chief Operating Officer