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

May 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2012-05-09

Reporting Person: HS ANNUITY TRUST (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-09	CLASS A COMMON STOCK	C	160000	—	Acquired	160000	Direct
2012-05-09	CLASS A COMMON STOCK	S	160000	$14.415	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-09	CLASS B COMMON STOCK	$	C	160000	Disposed		CLASS A COMMON STOCK (160000)	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: 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 upon the closing of the Issuer's initial public offering and sale to the underwriters.

F3: Represents the public offering price of $15.50 per share of Class A Common Stock less the underwriter's discount of $1.085 per share of Class A Common Stock.