Filing Details
- Accession Number:
- 0001013594-17-000641
- Form Type:
- 13G Filing
- Publication Date:
- 2017-08-21 17:32:52
- Filed By:
- Uziel Capital Management, Llc
- Company:
- Tuesday Morning Corp (NASDAQ:TUEM)
- Filing Date:
- 2017-08-22
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Uziel Capital Management | 0 | 3,408,500 | 0 | 3,408,500 | 3,408,500 | 7.6% |
| Ori Uziel | 25,000 | 3,408,500 | 25,000 | 3,408,500 | 3,433,500 | 7.6% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.)*
Tuesday Morning Corporation
(Name of Issuer)
Common stock, $0.01 par value
(Title of Class of Securities)
899035505
(CUSIP Number)
August 11, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Uziel Capital Management, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 0 | |
| 6. | SHARED VOTING POWER |
| 3,408,500 | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 3,408,500 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,408,500 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 7.6% | |
| 12. | TYPE OF REPORTING PERSON |
| IA | |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Ori Uziel | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 25,0000 | |
| 6. | SHARED VOTING POWER |
| 3,408,500 | |
| 7. | SOLE DISPOSITIVE POWER |
| 25,000 | |
| 8. | SHARED DISPOSITIVE POWER |
| 3,408,500 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,433,500 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 7.6% | |
| 12. | TYPE OF REPORTING PERSON |
| IN | |
This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of August 11, 2017.
| Item 1(a). | Name of Issuer: |
Tuesday Morning Corporation ("Issuer")
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
6250 LBJ Freeway, Dallas, Texas 75240
| Item 2(a). | Name of Persons Filing: |
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
| · | Uziel Capital Management, LLC |
| · | Ori Uziel |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The principal business address for each of the Reporting Persons is 654 Madison Ave., 9th Floor,
New York, NY 10065
| Item 2(c). | Citizenship: |
Uziel Capital Management, LLC is a Delaware limited liability company. Ori Uziel is a citizen of the United States.
| Item 2(d). | Title of Class of Securities: |
Common stock, $0.01 par value (the "Common Stock")
| Item 2(e). | CUSIP Number: |
899035505
| Item 3. | If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | [ ] | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | [ ] | Insurance company defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | [ ] | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | [ ] | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | [ ] | Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | [ ] | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | [ ] | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | [ ] | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| (k) | [ ] | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
Item 4. Ownership.
| (a) | Amount beneficially owned: |
As of August 21, 2017, Uziel Capital Management, LLC beneficially owned 2,500,000 shares of Common Stock.
Ori Uziel, as the Managing Member of Uziel Capital Management, LLC, may be deemed to have beneficially owned the 2,500,000 shares of Common Stock beneficially owned by Uziel Capital Management, LLC.
Clients advised by Uziel Capital Management, LLC hold 908,500 shares of Common Stock individually, which may be deemed to be beneficially owned by Uziel Capital Management, LLC and Ori Uziel for a total of 3,408,500 shares of Common Stock. Uziel Capital Management, LLC and Ori Uziel disclaim beneficial ownership of the shares of Common Stock held individually by clients advised by Uziel Capital Management, LLC.
Mr. Uziel also beneficially owns 25,000 shares of Common Stock individually, for a total of 3,433,500 shares of Common Stock
| (b) | Percent of Class: |
The following percentage is based on 45,100,847 shares of Common Stock outstanding as of May 2, 2017 as disclosed in the Issuer's Form 10-Q filed with the SEC on May 4, 2017.
As of August 21, 2017, Uziel Capital Management, LLC may be deemed to have beneficially owned approximately 7.6% of the outstanding shares of Common Stock and Ori Uziel may be deemed to have beneficially owned approximately 7.6% of the outstanding shares of Common Stock.
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote of Common Stock:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote of Common Stock:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of Common Stock:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of Common Stock:
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit A.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
| Dated: | August 21, 2017 |
UZIEL CAPITAL MANAGEMENT, LLC*
By: /s/ Ori Uziel
Ori Uziel
Managing Member
Ori Uziel
Managing Member
/s/ Ori Uziel
ORI UZIEL *
ORI UZIEL *
*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Tuesday Morning Corporation dated as of August 21, 2017 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.
| Dated: | August 21, 2017 |
UZIEL CAPITAL MANAGEMENT, LLC
By: /s/ Ori Uziel
Ori Uziel
Managing Member
Ori Uziel
Managing Member
/s/ Ori Uziel
ORI UZIEL
ORI UZIEL