SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Osmium Partners, LLC

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TUESDAY MORNING CORP/DE [ TUEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/28/2022 J(1) 472,110 D $0(1) 199,843 I By Osmium Partners (Larkspur SPV), LP
Common Stock 12/28/2022 S 87,269 D $0.6106 180,134 I By Limited Partnerships(2)
Common Stock 2,703 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $49.5(4) 12/28/2022 J(1) 234,199 02/09/2021 12/31/2025 Common Stock 234,199 $0 99,135 I By Osmium Partners (Larkspur SPV), LP
1. Name and Address of Reporting Person*
Osmium Partners, LLC

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
OSMIUM CAPITAL LP

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Osmium Capital II, LP

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
OSMIUM SPARTAN L P

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Osmium Partners (Larkspur SPV), LP

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Lewis John Hartnett

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Osmium Partners (Equation) LLC

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 172

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
Explanation of Responses:
1. On December 28, 2022, Tensile Capital Partners Master Fund LP ("Tensile") was removed as a partner of Osmium Partners (Larkspur SPV), LP ("Osmium Larkspur") and as a managing member of Osmium Partners (Equation) LLC, the general partner of Osmium Larkspur. Tensile received a distribution of 472,110 shares of common stock and 234,199 warrants to purchase common stock, as adjusted to give effect to the Issuer's 30:1 reverse stock split that occurred on November 29, 2022, of the Issuer held by Osmium Larkspur pro rata in accordance with its economic interests in Osmium Larkspur.
2. By Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Partners (Larkspur SPV), LP.
3. These shares are held directly by John Lewis.
4. Adjusted to reflect the Issuer's 30:1 reverse stock split that occurred on November 29, 2022.
Remarks:
*All warrant and share amounts disclosed in this Form 4 reflect the Issuer's 30:1 reverse stock split that occurred on November 29, 2022.
/s/ John H. Lewis, as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP and Osmium Spartan, LP and as Managing Member of the general partner of Osmium Partners (Larkspur SPV), LP 12/30/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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