X0306 4 2017-05-11 0001552800 TILE SHOP HOLDINGS, INC. TTS 0001616455 Geadelmann Kirk C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH MN 55441 0 1 0 0 Chief Financial Officer Common Stock 2017-05-11 4 A 0 3000 0 A 9070 D Common Stock 2017-05-11 4 A 0 3000 0 A 12070 D Stock Option (Right to Buy) 10.93 2021-08-12 Common Stock 100000 100000 D Stock Option (Right to Buy) 18.15 2026-04-20 Common Stock 12500 12500 D Stock Option (Right to Buy) 20.35 2017-05-11 4 A 0 13200 0 A 2027-05-11 Common Stock 13200 13200 D Represents 3,000 shares of restricted stock for which the Company's purchase option will lapse in installments of 750 shares on each of May 11, 2018, May 11, 2019, May 11, 2020 and May 11, 2021. Represents 3,000 shares of performance-based restricted stock for which the Company's purchase option will lapse on May 11, 2020 based on the Company's achievement of its three-year adjusted EBITDA target. Includes (i) 5,200 shares of restricted stock for which the Company's purchase option will lapse in equal installments of 1,300 shares on each of April 20, 2018, April 20, 2019, April 20, 2020 and April 20, 2021; (ii) 3,000 shares of restricted stock for which the Company's purchase option will lapse in installments of 750 shares on each of May 11, 2018, May 11, 2019, May 11, 2020 and May 11, 2021; and (iii) 3,000 shares of performance-based restricted stock for which the Company's purchase option will lapse on May 11, 2020 based on the Company's achievement of its three-year adjusted EBITDA target. Options to purchase 20,000 shares vest on each of August 12, 2015, August 12, 2016, August 12, 2017, August 12, 2018 and August 12, 2019. Options to purchase 2,500 shares vest on each of April 20, 2017, April 20, 2018, April 20, 2019, April 20, 2020 and April 20, 2021. Options to purchase 3,300 shares vest on each of May 11, 2018, May 11, 2019, May 11, 2020 and May 11, 2021. /s/ John R. Houston as Attorney-in-Fact for Kirk Geadelmann pursuant to Power of Attorney previously filed. 2017-05-15