Form 4: Fund 1 Investments, LLC Reports Changes in Beneficial Ownership of Tile Shop Holdings, Inc.

Sentiment:

SEC Form 4 Filing


Fund 1 Investments, LLC, along with related entities, reported changes in their beneficial ownership of Tile Shop Holdings, Inc. common stock and associated cash-settled total return swaps.

Summary

  • Fund 1 Investments, LLC, Pleasant Lake Partners LLC, and PLP Funds Master Fund LP filed a Form 4 detailing changes in their beneficial ownership of Tile Shop Holdings, Inc. (TTSH).
  • The reporting persons hold 11,786,750 shares of common stock indirectly for the benefit of PLP Funds Master Fund LP.
  • They also hold 1,002,207 shares for the account of an unaffiliated private fund.
  • The reporting persons have entered into cash-settled total return swap arrangements with unaffiliated third-party financial institutions.
  • These swaps provide economic exposure to a total of 98,411 notional shares of TTSH common stock.
  • The swaps have various prices per share: $5.2733 for 50,000 shares, $5.40 for 10,000 shares, and $5.8439 for 38,411 shares.
  • The swap agreements expire on April 7, 2028, but can be extended for successive 12-month periods.
  • The reporting persons disclaim beneficial ownership of the shares underlying the swap agreements, except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing detailing changes in beneficial ownership. It doesn't inherently convey positive or negative sentiment, but rather provides factual information.

Future Outlook

The swap agreements have an expiration date of April 7, 2028, but will be automatically extended for successive 12-month periods unless notice is given.

Industry Context

Form 4 filings are standard disclosures required by the SEC to provide transparency into the transactions of company insiders and large shareholders, allowing the market to track potential shifts in ownership and sentiment.

Comparison to Industry Standards

  • Form 4 filings are a standard regulatory requirement for company insiders and large shareholders in publicly traded companies.
  • The use of cash-settled total return swaps is a relatively common strategy among investment funds to gain economic exposure to a stock without direct ownership.
  • Comparable companies such as Floor & Decor Holdings, Inc. (FND) and LL Flooring Holdings, Inc. (LL) also have similar filings from their major shareholders.

Stakeholder Impact

  • The filing provides transparency to shareholders regarding the ownership structure and economic exposure of major investors.
  • The use of cash-settled swaps may have a limited impact on the company's operations or financial performance.

Key Dates

DateDescription
05/06/2025Date of earliest transaction reported.
05/06/2025Cash-Settled Total Return Swap transaction date.
05/07/2025Cash-Settled Total Return Swap transaction date.
05/08/2025Cash-Settled Total Return Swap transaction date.
04/07/2028Expiration date of the swap agreements (subject to extension).
05/08/2025Date of signature for the filing.

Keywords

beneficial ownership, Tile Shop Holdings, TTSH, Fund 1 Investments, Pleasant Lake Partners, PLP Funds Master Fund, cash-settled total return swap, Form 4, securities, investment

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