| Item 1. | |
| (a) | Name of issuer:
Tile Shop Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
14000 Carlson Parkway, Plymouth, Minnesota 55441 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G/A is being filed jointly by the Reporting Persons (as defined below) in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Monomoy Capital Partners IV, L.P. ("MCP IV")
Monomoy Capital Partners IV Parallel, L.P. ("MCP IV Parallel")
Monomoy General Partner IV, L.P. ("GP IV")
Monomoy Ultimate GP II, LLC ("Ultimate GP II")
Monomoy Ultimate GP Holdings, LLC ("Ultimate GP Holdings")
Daniel Collin
Justin Hillenbrand (together with Mr. Collin, Ultimate GP Holdings, Ultimate GP II, GP IV, MCP IV Parallel and MCP IV, the "Reporting Persons")
GP IV is the general partner of MCP IV and MCP Parallel IV. Ultimate GP II is the general partner of GP IV. Ultimate GP Holdings is the sole member of Ultimate GP II. Ultimate GP Holdings is managed by its members, Mr. Collin and Mr. Hillenbrand. |
| (b) | Address or principal business office or, if none, residence:
For each of the Reporting Persons: 1 Greenwich Office Park, Greenwich, Building 1S, 2nd Floor, Connecticut, 06831 |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
88677Q109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. |
| (b) | Percent of class:
See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
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| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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