X0306 4 2012-11-07 0 0000878726 TUESDAY MORNING CORP/DE TUES 0001349005 Becker Steven R 500 CRESCENT COURT SUITE 230 DALLAS TX 75201 1 0 0 0 Common Stock 2012-11-07 4 A 0 8300 0.00 A 17186 D Common Stock 3396893 I See Footnotes 4 and 5. The 8,300 shares represent shares of restricted stock, all of which vest on November 4, 2013. Restricted Shares granted pursuant to the Tuesday Morning Corporation (the "Issuer") 2004 Long-Term Equity Incentive Plan. Represents shares of restricted stock, 8,866 of which have vested and all of which were granted pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan. Represents shares of common stock ("Common Stock"), par value $0.01 per share, of the Issuer directly beneficially owned by Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (1,379,894 shares), Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (191,517 shares), BD Partners V, L.P. ("BD Partners V") (808,221 shares) and BD Management on behalf of a managed account (the "Managed Account") (1,017,261 shares). (continued in Footnote 5). Mr. Becker may be deemed to beneficially own such shares of Common Stock as he is a co-managing member of BC Advisors, LLC, which is the general partner of BD Management (of which Mr. Becker is a limited partner), and BD Management is the general partner of, and investment manager for, each of Becker Drapkin QP, Becker Drapkin, L.P. and BD Partners V. BD Management is also the investment manager for the Managed Account. Mr. Becker disclaims beneficial ownership in such shares of Common Stock except to the extent of his pecuniary interest therein. /s/ Andrew S. McLelland, attorney-in-fact 2012-11-09