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: LEVINE TILLY (10% Owner)
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 (6000000)		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.

F2: 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.