X0306 4 2017-04-20 0001552800 TILE SHOP HOLDINGS, INC. TTS 0001555232 RANDAZZO CARL C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH MN 55441 0 1 0 0 Sr. VP - Real Estate & Dev. Common Stock 2017-04-20 4 F 0 328 20.75 D 4672 D Stock Option (Right to Buy) 10.00 2022-08-21 Common Stock 241500 241500 D Stock Option (Right to Buy) 18.15 2026-04-20 Common Stock 9375 9375 D The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock grant by directing the Company to withhold shares otherwise issuable pursuant to the previously reported grant. Includes 4,000 shares of restricted stock for which the Company's purchase option will lapse in equal installments of 1,000 shares on each of April 20, 2018, April 20, 2019, April 20, 2020 and April 20, 2021. Fully exercisable. Options to purchase 1,875 shares vest on each of April 20, 2017, April 20, 2018, April 20, 2019, April 20, 2020 and April 20, 2021. /s/ John R. Houston as Attorney-in-Fact for Carl Randazzo pursuant to Power of Attorney previously filed. 2017-04-24