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 *
  Munsch Kelly J.
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2019
3. Issuer Name and Ticker or Trading Symbol
TUESDAY MORNING CORP/DE [TUES]
(Last)
(First)
(Middle)
6250 LBJ FREEWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75240
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 26,951 (1)
D
 

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
Employee Stock Option (Right to Buy)   (2) 11/06/2023 Common Stock 6,000 $ 12.83 D  
Employee Stock Option (Right to Buy)   (3) 11/11/2024 Common Stock 7,532 $ 20.91 D  
Employee Stock Option (Right to Buy)   (4) 02/10/2025 Common Stock 2,685 $ 19.36 D  
Employee Stock Option (Right to Buy)   (5) 09/03/2025 Common Stock 13,291 $ 7.9 D  
Employee Stock Option (Right to Buy)   (6) 11/02/2025 Common Stock 20,000 $ 5.95 D  
Employee Stock Option (Right to Buy)   (7) 09/01/2026 Common Stock 12,419 $ 6.71 D  
Employee Stock Option (Right to Buy)   (8) 09/12/2027 Common Stock 9,314 $ 2.1 D  
Employee Stock Option (Right to Buy)   (9) 09/26/2028 Common Stock 7,500 $ 3.25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Munsch Kelly J.
6250 LBJ FREEWAY
DALLAS, TX 75240
      Chief Accounting Officer  

Signatures

/s/Kelly Munsch, by Bridgett Zeterberg, Attorney in Fact 02/07/2019
**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) Includes 17,201 shares of restricted stock granted pursuant to the Company's 2008 and 2014 Long-Term Incentive Plans.
(2) The options were granted pursuant to the Company's 2004 Long-Term Incentive Plan and vested in equal installments on November 6, 2014, November 6, 2015, November 6, 2016 and November 6, 2017.
(3) The options were granted pursuant to the Company's 2008 Long-Term Incentive Plan and vested in equal installments on November 11, 2015, November 11, 2016, November 11, 2017 and November 11, 2018.
(4) The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in equal installments on February 10, 2016, February 10, 2017, February 10, 2018 and February 10, 2019.
(5) The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in equal installments on September 3, 2016, September 3, 2017, September 3, 2018 and September 3, 2019.
(6) The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in equal installments on November 2, 2017, November 2, 2018, November 2, 2019 and November 2, 2020.
(7) The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in equal installments on September 1, 2017, September 1, 2018, September 1, 2019 and September 1, 2020.
(8) The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in equal installments on September 12, 2018, September 12, 2019, September 12, 2020 and September 12, 2021.
(9) The options were granted pursuant to the Company's 2014 Long-Term Incentive Plan and vest in equal installments on September 26, 2019, September 26, 2020, September 26, 2021 and September 26, 2022.
 
Remarks:
See Power of Attorney - Exhibit 24.1

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