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

May 4, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2012-05-03

Reporting Person: HS ANNUITY TRUST (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
CLASS B COMMON STOCK	$		CLASS A COMMON STOCK (2000000)		Direct

Footnotes

F1: Reflects ownership of Class B Common Stock held by the Reporting Person on the effective date of the Issuer's Registration Statement on Form S-1 (Registration No. 333-175299). 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.