X0306 4 2018-05-11 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 2018-05-11 4 F 0 270 6.70 D 41983 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 2027-05-11 Common Stock 13200 13200 D Stock Option (Right to Buy) 8.60 2027-11-02 Common Stock 26500 26500 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 (i) 3,900 shares of restricted stock for which the Company's purchase option will lapse in installments of 1,300 shares on each of 4/20/19, 4/20/20 and 4/20/21; (ii) 2,250 shares of restricted stock for which the Company's purchase option will lapse in installments of 750 shares on each of 5/11/19, 5/11/20 and 5/11/21; (iii) 3,000 shares of performance-based restricted stock for which the Company's purchase option will lapse on 5/11/20 based on the Company's achievement of its three-year adjusted EBITDA target; (iv) 11,650 shares of restricted stock for which the risks of forfeiture will lapse in installments of 2,912 shares on each of 11/2/18 and 11/2/19 and 2,913 shares on each of 11/2/20 and 11/2/21; and (v) 9,000 shares of restricted stock for which the risks of forfeiture will lapse in installments of 2,250 shares on each of 2/22/19, 2/22/20, 2/22/21 and 2/22/22. 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. Options to purchase 6,625 shares vest on each of November 2, 2018, November 2, 2019, November 2, 2020 and November 2, 2021. /s/ Amanda Lorentz as Attorney-in-Fact for Kirk Geadelmann pursuant to Power of Attorney previously filed. 2018-05-15