X0306 4 2017-05-24 0 0000878726 TUESDAY MORNING CORP/DE TUES 0001349005 Becker Steven R 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 1 1 0 0 Chief Executive Officer Common Stock 2017-05-24 4 J 0 1049782 0.00 D 194405 I See Footnotes Common Stock 2017-05-24 4 P 0 40100 1.85 A 593137 D Common Stock 2017-05-25 4 J 0 173941 0.00 D 20464 I See Footnotes Common Stock 2017-05-25 4 P 0 50000 1.7998 A 643137 D Common Stock 2017-05-26 4 J 0 20464 0.00 D 0 I See Footnotes Non-Qualified Stock Option (Right to Buy) 6.71 2026-09-01 Common Stock 248385 248385 D Non-Qualified Stock Option (Right to Buy) 5.64 2026-02-02 Common Stock 295508 295508 D Non-Qualified Stock Option (Right to Buy) 4.22 2022-07-01 Common Stock 10000 10000 D Represents shares of common stock of Tuesday Morning Corporation, par value $0.01 per share ("Shares"), that were distributed by Western Family Value I, L.P. ("WFV I") on a pro rata basis to partners of WFV I (the "WFV Distribution"). This statement is filed by and on behalf of Steven R. Becker. Mr. Becker and WFV I are the direct beneficial owners of the securities covered by this statement. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Mr. Becker is a limited partner of, and may be deemed to beneficially own certain securities owned by, WFV I. Western Family Value, LLC ("WFV") is the general partner of, and may be deemed to beneficially own securities owned by, WFV I. Mr. Becker is the sole member of, and may be deemed to beneficially own securities owned by, WFV. Represents Shares directly beneficially owned by WFV I. Includes 204,635 Shares received by Mr. Becker from WFV I as a result of the WFV Distribution. The acquisition of such Shares by Mr. Becker in the WFV Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of such Shares by Mr. Becker in the WFV Distribution from Section 16 of the Exchange Act. The option vests in equal annual installments over four years beginning on the first anniversary of the grant date. The option was granted to Mr. Becker on September 1, 2016 pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan. The option vests in equal annual installments over four years beginning on the first anniversary of the grant date. The option was granted to Mr. Becker on February 2, 2016 pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan. The option is fully vested and currently exercisable, and was granted to Mr. Becker on July 1, 2012 pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan. /s/ Steven R. Becker 2017-05-26