UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D/A
(Rule 13d-101)

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

 

Tuesday Morning Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

899035505

(CUSIP Number)

 

Mr. Kenneth Traub
Delta Value Group, LLC
902 Broadway, 6th Floor
New York, New York 10010
(888) 418-9964

 

With a copy to:

 

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 318-3000

Attn: Steven Suzzan, Esq.

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 21, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

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 (“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).

 

 

 

 

 

 

CUSIP No. 899035505 

             
  1   

Name of Reporting Person

 

Delta Value Group Investment Partnership, LP 

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨        (b)  ¨

  3  

SEC Use Only

  

  4  

Source of Funds

 

WC (See Item 3)

  5   Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6  

Citizenship or Place of Organization

 

Delaware 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

   

Sole Voting Power

 

  8  

Shared Voting Power

 

47,905

  9  

Sole Dispositive Power

 

  10  

Shared Dispositive Power

 

47,905

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

47,905

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13  

Percent of Class Represented by Amount in Row 11

 

0.10% (1) 

14  

Type of Reporting Person

 

PN 

 

(1)

Based upon 46,957,928 shares of Common Stock of the Issuer outstanding as of September 10, 2020, as reported by the Issuer in its Form 10-K for the fiscal year ended June 30, 2020 filed with the Securities and Exchange Commission (“SEC”) on September 14, 2020.

2 

 

 

CUSIP No. 899035505  

             
  1   

Name of Reporting Person

 

Delta Value Group, LLC 

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨        (b)  ¨

  3  

SEC Use Only

  

  4  

Source of Funds

 

OO (See Item 3)

  5   Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6  

Citizenship or Place of Organization

 

Delaware 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

   

Sole Voting Power

 

  8  

Shared Voting Power

 

47,905

  9  

Sole Dispositive Power

 

  10  

Shared Dispositive Power

 

47,905

11   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

47,905

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13  

Percent of Class Represented by Amount in Row 11

 

0.10% (1) 

14  

Type of Reporting Person

 

CO 

 

(1)

Based upon 46,957,928 shares of Common Stock of the Issuer outstanding as of September 10, 2020, as reported by the Issuer in its Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC on September 14, 2020.

 

3 

 

 

CUSIP No. 899035505    

             
  1   

Name of Reporting Person

 

Kenneth Traub 

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨        (b)  ¨

  3  

SEC Use Only

  

  4  

Source of Funds

 

OO (See Item 3)

  5   Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
  6  

Citizenship or Place of Organization

 

United States of America 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

   

Sole Voting Power

 

  8  

Shared Voting Power

 

47,905

  9  

Sole Dispositive Power

 

  10  

Shared Dispositive Power

 

47,905

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

47,905

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13  

Percent of Class Represented by Amount in Row 11

 

0.10% (1) 

14  

Type of Reporting Person

 

IN 

 

(1)

Based upon 46,957,928 shares of Common Stock of the Issuer outstanding as of September 10, 2020, as reported by the Issuer in its Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC on September 14, 2020.

 

4 

 

 

Introduction

 

This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D, which was filed on February 13, 2020, as amended by Amendment No. 1 (the “Amendment No. 1”), which was filed on September 16, 2020 (the “Schedule 13D”), relating to the beneficial ownership of the Common Stock, par value $0.01 per share (the “Shares”), of Tuesday Morning Corporation, a Delaware corporation (the “Issuer”), filed by (i) Delta Value Group Investment Partnership, LP, a Delaware limited partnership (“DVG Fund”), with respect to the Shares directly and beneficially owned by it, (ii) Delta Value Group, LLC, a Delaware limited liability company (“DVG GP”), as the sole general partner of DVG Fund, and (iii) Kenneth Traub (“Traub”), as the sole managing member of DVG GP. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D. This Amendment is being filed to report a greater than 1% decrease in the percentage of shares beneficially owned by the Reporting Persons, the net impact of which was to reduce the Reporting Persons’ beneficial ownership to below 5% of the Shares outstanding. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. Unless otherwise indicated herein, there are no material changes to the information set forth in the Schedule 13D.

 

Item 3.Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

Since the Amendment No. 1 was filed, DVG Fund has sold (i) 450,000 of the Shares at an average price per share of $0.4898 in the open market on September 18, 2020, and (ii) 2,245,300 of the Shares at an average price per share of $0.7303 in the open market on September 21, 2020, resulting in the sale of a total 2,695,300 of the Shares. As a result of the foregoing sales, the beneficial ownership of the Reporting Persons has dropped to below 5% of the outstanding Shares of the Company. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 4.Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

Since the Amendment No. 1 was filed, DVG Fund has sold (i) 450,000 of the Shares at an average price per share of $0.4898 in the open market on September 18, 2020, and (ii) 2,245,300 of the Shares at an average price per share of $0.7303 in the open market on September 21, 2020, resulting in the sale of a total 2,695,300 of the Shares. As a result of the foregoing sales, the beneficial ownership of the Reporting Persons has dropped to below 5% of the outstanding Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 5.Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) and (b)As of the date hereof, the Shares are held directly by DVG Fund. DVG GP serves as the general partner of and investment manager to DVG Fund. By reason of such relationships, DVG GP may be deemed to share voting and dispositive power over the Shares listed as beneficially owned by DVG Fund. DVG GP disclaims beneficial ownership of all such shares. Traub serves as sole managing member of DVG GP. By reason of such relationship, Traub may be deemed to share voting and dispositive power over the Shares listed as beneficially owned by DVG Fund. Traub disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest in DVG Fund and DVG GP.

 

(c)The transactions in the Shares by DVG Fund during the past sixty days are set forth below:

 

5 

 

 

Nature of the Transaction   Amount of Securities
Purchased/(Sold)
  Price ($)   Date of
Purchase/Sale
Sale of Common Stock   (2,245,300)   0.7303   September 21, 2020
Sale of Common Stock   (450,000)   0.4898   September 18, 2020
Sale of Common Stock   (635,180)   0.5311   September 14, 2020
Sale of Common Stock   (470,000)   0.4766   September 8, 2020

 

(d)Except as set forth in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.

 

(e)As a result of the transactions described herein, on September 18, 2020, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

6 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 25, 2020

 

  DELTA VALUE GROUP INVESTMENT PARTNERSHIP, LP
     
  By:   DELTA VALUE GROUP, LLC, its General Partner
       
  By:  

/s/ Kenneth Traub 

      Name: Kenneth Traub
      Title: Managing Member
   
   
  DELTA VALUE GROUP, LLC
     
  By:  

/s/ Kenneth Traub 

      Name: Kenneth Traub
      Title: Managing Member
   
   
  KENNETH TRAUB
 
 

/s/ Kenneth Traub 

 

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