X0306 4 2017-07-21 0001552800 TILE SHOP HOLDINGS, INC. TTS 0001587824 Homeister Chris C/O TILE SHOP HOLDINGS, INC. 14000 CARLSON PARKWAY PLYMOUTH MN 55441 1 1 0 0 CEO and President Common Stock 2017-07-21 4 P 0 9000 13.9782 A 76258 D Stock Option (Right to Buy) 28.94 2023-10-01 Common Stock 200000 200000 D Stock Option (Right to Buy) 13.17 2021-02-13 Common Stock 50000 50000 D Stock Option (Right to Buy) 8.73 2022-01-02 Common Stock 150000 150000 D Stock Option (Right to Buy) 18.15 2026-04-20 Common Stock 31250 31250 D Stock Option (Right to Buy) 20.35 2027-05-11 Common Stock 25900 25900 D The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.95 to $14.00 inclusive. The reporting person undertakes to provide Tile Shop Holdings, Inc., any security holder of Tile Shop Holdings, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. Includes (i) 12,500 shares of restricted stock granted pursuant to the 2012 Omnibus Award Plan for which the Company's purchase option will lapse on October 1, 2017; (ii) 13,000 shares of restricted stock granted pursuant to the 2012 Omnibus Award Plan for which the Company's purchase option will lapse in equal installments of 3,250 shares on each of April 20, 2018, April 20, 2019, April 20, 2020 and April 20, 2021; (iii) 6,100 shares of restricted stock for which the Company's purchase option will lapse in installments of 1,525 shares on each of May 11, 2018, May 11, 2019, May 11, 2020 and May 11, 2021; and (iv) 6,100 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 50,000 shares vest on each of October 1, 2014, October 1, 2015, October 1, 2016 and October 1, 2017. Options to purchase 10,000 shares vest on each of February 13, 2015, February 13, 2016, February 13, 2017, February 13, 2018 and February 13, 2019. Options to purchase 30,000 shares vest on each of January 2, 2016, January 2, 2017, January 2, 2018, January 2, 2019 and January 2, 2020. Options to purchase 6,250 shares vest on each of April 20, 2017, April 20, 2018, April 20, 2019, April 20, 2020 and April 20, 2021. Options to purchase 6,475 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 Chris Homeister pursuant to Power of Attorney previously filed. 2017-07-25