Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TILE SHOP, INC.
 2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2012		 3. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [TTS]
(Last)
(First)
(Middle)
C/O TILE SHOP HOLDINGS, INC., 14000 CARLSON PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Affiliate of Director
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PLYMOUTH, MN US 55441		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,313,792
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (Right to Buy) 09/20/2012 08/21/2017 Common Stock 1,204,528 $ 11.5 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TILE SHOP, INC.
C/O TILE SHOP HOLDINGS, INC.
14000 CARLSON PARKWAY
PLYMOUTH, MN US 55441		     X   Affiliate of Director

Signatures

/s/ Susan E. Pravda, by power of attorney 08/21/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Robert A. Rucker is the sole director of the reporting person and exercises voting and investment power over these securities. The reporting person and its director each disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that the reporting person or its director is the beneficial owner of such securities for Section 16 or any other purpose. Robert A. Rucker is a director and executive officer of the issuer.

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