X0306 4 2014-02-24 0 0000878726 TUESDAY MORNING CORP/DE TUES 0001349005 Becker Steven R 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 1 0 0 0 Common Stock 2014-02-24 4 S 0 25000 14.715 D 147815 I See Footnotes Common Stock 2014-02-25 4 S 0 147815 14.8777 D 0 I See Footnotes Common Stock 305715 I See Footnotes Common Stock 42431 I See Footnotes Common Stock 179061 I See Footnotes Common Stock 22240 D This statement is filed by and on behalf of Steven R. Becker. A managed account (the "Managed Account"), Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners V, L.P. ("BD Partners V") and Mr. Becker are the direct beneficial owners of the securities covered by this report. Becker Drapkin Management, L.P. ("BD Management") provides investment advisory services for the Managed Account and is the general partner of each of QP Fund, LP Fund and BD Partners V. BD Management may be deemed to beneficially own securities owned by the Managed Account, QP Fund, LP Fund and BD Partners V. BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Mr. Becker is a co-managing member of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. Represents shares directly beneficially owned by the Managed Account. Represents shares directly beneficially owned by QP Fund. Represents shares directly beneficially owned by LP Fund. Represents shares directly beneficially owned by BD Partners V. Includes 5,054 shares of restricted stock which vest on November 29, 2014, or immediately prior to the issuer's next annual meeting of stockholders, subject to the terms of the issuer's 2008 Long-Term Equity Incentive Plan and the applicable award agreement. /s/ Steven R. Becker 2014-02-26