Sec Form 4/A Filing - Fund 1 Investments, LLC @ TILE SHOP HOLDINGS, INC. - 2025-04-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fund 1 Investments, LLC
2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [ TTSH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 CARR 115, UNIT 1900
3. Date of Earliest Transaction (MM/DD/YY)
04/07/2025
(Street)
RINCON, PR00677
4. If Amendment, Date Original Filed (MM/DD/YY)
04/09/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 8 ) 04/07/2025 P 1,000 A $ 5.9 11,740,826 I See Footnotes ( 1 ) ( 2 )
Common Stock ( 8 ) 04/07/2025 P 6,000 A $ 5.9219 11,746,826 I See Footnotes ( 1 ) ( 2 )
Common Stock 04/09/2025 P 20,000 A $ 5.94 11,766,826 I See Footnotes ( 1 ) ( 2 )
Common Stock 1,002,207 I See Footnotes ( 1 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Cash-Settled Total Return Swap ( 4 ) ( 4 ) 04/07/2025 P/K 17,500 ( 4 ) 04/07/2028( 5 ) Common Stock 17,500 $ 5.8996 17,500 I See Footnotes ( 1 ) ( 2 )
Cash-Settled Total Return Swap ( 6 ) ( 6 ) 04/08/2025 P/K 40,000 ( 6 ) 04/07/2028( 5 ) Common Stock 40,000 $ 5.9728 57,500 I See Footnotes ( 1 ) ( 2 )
Cash-Settled Total Return Swap ( 7 ) ( 7 ) 04/09/2025 P/K 55,000 ( 7 ) 04/07/2028( 5 ) Common Stock 55,000 $ 6.2128 112,500 I See Footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fund 1 Investments, LLC
100 CARR 115
UNIT 1900
RINCON, PR00677
X
Pleasant Lake Partners LLC
100 CARR 115 UNIT 1900
RINCON, PR00677
X
PLP Funds Master Fund LP
100 CARR 115 UNIT 1900
RINCON, PR00677
X
Signatures
/s/ Fund 1 Investments, LLC by: Benjamin C. Cable, Chief Operating Officer 04/17/2025
Signature of Reporting Person Date
/s/ Pleasant Lake Partners LLC by: Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer 04/17/2025
Signature of Reporting Person Date
/s/ PLP Funds Master Fund LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member,by Benjamin C. Cable, Chief Operating Officer 04/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Securities reported herein are held for the benefit of PLP Funds Master Fund LP (the "PL Fund") and an additional private investment vehicle for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
( 2 )Securities held for the account of the PL Fund.
( 3 )Shares held for the account of an unaffiliated private fund for which PLP serves as investment adviser.
( 4 )The Reporting Persons have entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 17,500 notional shares of common stock for a price of $5.8896 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the swap agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.
( 5 )The expiration date of the swap agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 days prior to any subsequent extension, not to so extend the expiration date.
( 6 )The Reporting Persons have entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 40,000 notional shares of common stock for a price of $5.9728 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.
( 7 )The Reporting Persons have entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 55,000 notional shares of common stock for a price of $6.2128 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.
( 8 )These securities transactions were inadvertently omitted in the previously filed Form 4.

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