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: LEVINE TILLY (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-09	CLASS A COMMON STOCK	C	480000	—	Acquired	480000	Direct
2012-05-09	CLASS A COMMON STOCK	S	480000	$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	480000	Disposed		CLASS A COMMON STOCK (480000)	Direct

Footnotes

F1: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person has entered into 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 beneficially owned 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 for purposes of Section 16 or for any other purpose.

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 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.

F4: 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.