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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
CLASS B COMMON STOCK	$		CLASS A COMMON STOCK (10000000)		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 convertible on a one-for-one basis into shares of Class A Common Stock.

F2: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is also deemed the beneficial owner of shares held by Tilly Levine (the "Levine Shares") due to certain voting rights. The Reporting Person has jointly filed a Form 3 on the Levine Shares, but has no pecuniary interest in the Levine Shares.