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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (Right to Buy) | $ 4.22 | 07/01/2012 | A | 20,000 | (5) | 07/01/2022 | Common Stock | 20,000 | $ 0 (6) | 20,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Becker Steven R 500 CRESCENT COURT SUITE 230 DALLAS, TX 75201 |
X |
/s/ Richard J. Birns, attorney-in-fact | 07/03/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | The 8,886 shares represents shares of restricted stock, all of which vest on November 5, 2012. |
(2) | Restricted Shares granted pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan. |
(3) | Represents shares of common stock ("Common Stock"), par value $0.01 per share, of Tuesday Morning Corporation 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) and BD Partners V, L.P. ("BD Partners V") (808,221 shares). (continued in Footnote 4). |
(4) | Mr. Becker may be deemed to beneficially own such Common Stock as he is a co-managing member of BC Advisors, LLC, which is the general partner of Becker Drapkin Management, L.P. ("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. Mr. Becker disclaims beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein. |
(5) | The option vests in four equal installments on July 1, 2013, July 1, 2014, July 1, 2015 and July 1, 2016. |
(6) | Granted on July 1, 2012 pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan. |