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

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2012-11-29

Reporting Person: LEVINE TILLY (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-29	Class A Common Stock	C	130090	—	Acquired	130090	Direct
2012-11-29	Class A Common Stock	S	130090	$13.3685	Disposed	0	Direct
2012-11-30	Class A Common Stock	C	50000	—	Acquired	50000	Direct
2012-11-30	Class A Common Stock	S	50000	$13.35	Disposed	0	Direct
2012-12-03	Class A Common Stock	C	25691	—	Acquired	25691	Direct
2012-12-03	Class A Common Stock	S	25691	$13.3026	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-29	Class B Common Stock	$	C	130090	Disposed		Class A Common Stock (130090)	Direct
2012-11-30	Class B Common Stock	$	C	50000	Disposed		Class A Common Stock (50000)	Direct
2012-12-03	Class B Common Stock	$	C	25691	Disposed		Class A Common Stock (25691)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $13.29 to $13.54, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.

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: 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.

F4: The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $13.25 to $13.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.