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Filing Details

Accession Number:: 0001062993-21-001288
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-02-11 21:13:41
Reporting Period:: 2021-02-09

Accepted Time:: 2021-02-11 21:13:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
878726	Tuesday Morning Corp	TUEM	Retail-Variety Stores (5331)	752398532

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1386292	Hartnett John Lewis	300 Drakes Landing Road, Suite 172 Greenbrae CA 94904		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-02-09	487,106	$1.10	1,532,901	No	4	P	Indirect	By Osmium Capital, LP
Common Stock	Acquisiton	2021-02-09	212,934	$1.10	670,094	No	4	P	Indirect	By Osmium Capital, LP
Common Stock	Acquisiton	2021-02-09	254,800	$1.10	801,845	No	4	P	Indirect	By Osmium Capital, LP
Common Stock	Acquisiton	2021-02-09	20,158,593	$1.10	20,158,593	No	4	J	Indirect	By Osmium Partners (Larkspur SPV), LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Osmium Capital, LP
No	4	P	Indirect	By Osmium Capital, LP
No	4	P	Indirect	By Osmium Capital, LP
No	4	J	Indirect	By Osmium Partners (Larkspur SPV), LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant	Acquisiton	2021-02-09	10,000,000	$0.00	10,000,000	$1.65

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,000,000	2021-02-09	2025-12-31	No	4	J	Indirect

Footnotes

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).