TILLY'S, INC. — Director's Dealing 2012

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2012-11-26

Reporting Person: LEVINE TILLY (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-26	Class B Common Stock	$	G	350000	Disposed		Class A Common Stock (350000)	Direct
2012-12-04	Class B Common Stock	$	G	330000	Disposed		Class A Common Stock (330000)	Direct

Footnotes

F1: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F2: On November 26, 2012, the Reporting Person gifted 350,000 shares of the Issuer's Class B Common Stock to a limited liability company (the "LLC") in exchange for a minority membership interest in the LLC. Following the transfer, the Reporting Person does not have voting or investment control over, and does not directly or indirectly beneficially own, such shares.

F3: The shares reported in Box 9 are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.