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: LANGSDORF WILLIAM (SVP & CHIEF FINANCIAL OFCR)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
STOCK OPTION (RIGHT TO BUY)	$8.98	2017-08-27	CLASS A COMMON STOCK (160000)		Direct
STOCK OPTION (RIGHT TO BUY)	$6.45	2019-04-20	CLASS A COMMON STOCK (50000)		Direct

Footnotes

F1: The option is fully vested and is exercisable upon and following consummation of the Issuer's initial public offering ("IPO").

F2: 37,500 shares subject to the option are currently vested (12,500 shares vested on 4/20 of each of 2010, 2011 and 2012); the remaining 12,500 shares will vest on 4/20/13. The vested shares subject to the option are exercisable upon and following consummation of the IPO.