X0306 4 2017-07-17 0001552800 TILE SHOP HOLDINGS, INC. TTS 0001555206 RUCKER ROBERT A C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH MN 55441 1 0 1 0 Common Stock 2017-07-17 4 S 0 100000 20.1606 D 2652428 I By The Tile Shop, Inc. Common Stock 256425 D Common Stock 2800000 I By Grantor Retained Annuity Trust Common Stock 1430 I By Spouse Common Stock 1430 I By UGMA #1 Common Stock 1430 I By UGMA #2 Common Stock 1430 I By UGMA #3 Common Stock 1430 I By UGMA #4 Common Stock 1430 I By UGMA #5 Common Stock 1430 I By UGMA #6 Common Stock 1430 I By UGMA #7 These shares were sold pursuant to a 10b5-1 Plan. These securities are owned by The Tile Shop, Inc. The reporting person is the sole director of The Tile Shop, Inc. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Includes 5,038 shares of restricted stock granted pursuant to the Company's 2012 Omnibus Award Plan, which are subject to a purchase option in favor of the Company until the earlier of (a) the date of the Company's next annual meeting of stockholders and (2) July 13, 2018. /s/ John R. Houston as Attorney-in-Fact for Robert Rucker pursuant to Power of Attorney previously filed. 2017-07-18