0001062993-21-001288.txt : 20210211
0001062993-21-001288.hdr.sgml : 20210211
20210211211341
ACCESSION NUMBER: 0001062993-21-001288
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210209
FILED AS OF DATE: 20210211
DATE AS OF CHANGE: 20210211
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lewis John Hartnett
CENTRAL INDEX KEY: 0001386292
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19658
FILM NUMBER: 21622172
MAIL ADDRESS:
STREET 1: 388 MARKET STREET, SUITE 920
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TUESDAY MORNING CORP/DE
CENTRAL INDEX KEY: 0000878726
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331]
IRS NUMBER: 752398532
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 6250 LBJ FREEWAY
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: 972-387-3562
MAIL ADDRESS:
STREET 1: 6250 LBJ FREEWAY
CITY: DALLAS
STATE: TX
ZIP: 75240
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2021-02-09
0000878726
TUESDAY MORNING CORP/DE
TUEM
0001386292
Lewis John Hartnett
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE
CA
94904
1
0
1
0
Common Stock
2021-02-09
4
P
0
487106
1.10
A
1532901
I
By Osmium Capital, LP
Common Stock
2021-02-09
4
P
0
212934
1.10
A
670094
I
By Osmium Capital, LP
Common Stock
2021-02-09
4
P
0
254800
1.10
A
801845
I
By Osmium Capital, LP
Common Stock
2021-02-09
4
J
0
20158593
1.10
A
20158593
I
By Osmium Partners (Larkspur SPV), LP
Warrant
1.65
2021-02-09
4
J
0
10000000
A
2021-02-09
2025-12-31
Common Stock
10000000
10000000
I
By Osmium Partners (Larkspur SPV), LP
The Issuer commenced a $40 million rights offering (the Rights Offering), under which eligible holders of the Issuer's common stock could purchase up to $24 million of shares of the Issuer's common stock (Shares) at a purchase price of $1.10 per Share, and Osmium Partners, LLC or its affiliates, including Osmium Partners (Larkspur SPV), LP (the Backstop Party), were required, pursuant to a backstop commitment agreement between the Issuer and Osmium Partners, LLC, dated as of November 16, 2020 (the Backstop Agreement), to purchase up to $16 million Shares at a purchase price of $1.10 per Share, which right was exercised by Osmium Partners (Larkspur SPV), LP. Osmium Partners (Larkspur SPV), LP (i) purchased all unsubscribed shares in the Rights Offering and (ii) received a backstop fee of $2 million (payable in Shares at a value of $1.10 per Share) and warrants to purchase 10 million Shares at a price of $1.65 per Share. The Rights Offering closed on February 9, 2021.
Includes 1,045,795 shares of Common Stock acquired prior to the date that the Reporting Person became subject to Section 16 of the Securities Exchange Act of 1934 (the "Act").
Includes 457,160 shares of Common Stock acquired prior to the date that the Reporting Person became subject to Section 16 of the Act.
Includes 547,045 shares of Common Stock acquired prior to the date that the Reporting Person became subject to Section 16 of the Act.
The general partner of Osmium Capital, LP, Osmium Capital II, LP and Osmium Spartan, LP is Osmium Partners, LLC. The general partner of Osmium Partners (Larkspur SPV), LP is Osmium Partners (Equation) LLC. The Managing Members of Osmium Partners (Equation) LLC are Osmium Partners, LLC and Tensile Capital Partners Master Fund LP. The Reporting Person is the controlling member of Osmium Partners, LLC.
The Reporting Person may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, and Osmium Partners (Larkspur SPV), LP, which represents an aggregate of 33,215,433 shares of Common Stock, including warrants to purchase 10,000,000 shares of Common Stock. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Act or for any other purpose. The Reporting Person individually does not own any shares of Common Stock (other than 52,000 shares of restricted stock which vest in January 2022).
/s/ John H. Lewis
2021-02-11