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: 2012-12-27

Reporting Person: SHAKED HEZY (Director, CHIEF STRATEGY OFFICER, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-27	Class A Common Stock	C	850000	—	Acquired	850000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-26	Class B Common Stock	$	G	500000	Disposed		Class A Common Stock (500000)	Direct
2012-11-26	Class B Common Stock	$	G	850000	Acquired		Class A Common Stock (850000)	Indirect
2012-12-27	Class B Common Stock	$	C	850000	Disposed		Class A Common Stock (850000)	Indirect

Footnotes

F1: On November 26, 2012, the Reporting Person gifted 500,000 shares of the Issuer's Class B Common Stock to a limited liability company (the "LLC") in exchange for a majority membership interest in the LLC and Tilly Levine gifted 350,000 shares of the Issuer's Class B Common Stock to the LLC in exchange for a minority interest therein. The Reporting Person serves as sole manager of the LLC with sole voting and investment control over the securities held thereby. On December 27, 2012, the Reporting Person contributed all but 1% of his membership interest in the LLC to an irrevocable trust (the "Irrevocable Trust") that is managed by an independent trustee who has sole voting and investment control over the securities held by the Irrevocable Trust. As sole manager of the LLC, the Reporting Person may be deemed to indirectly beneficially own the securities held thereby but disclaims ownership except to the extent of his pecuniary interest therein.

F2: 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.

F3: On December 27, 2012, the shares of Class B Common Stock reported on this line item converted into the Issuer's Class A Common Stock on a one-for-one basis.

F4: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Form 4s with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.