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TILLY'S, INC. Director's Dealing 2012

May 4, 2012

34528_dirs_2012-05-03_55d0b4db-01d2-48da-b624-8102cc3dea94.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: DEMERIT CRAIG (VICE PRESIDENT, CIO & COO)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
STOCK OPTION (RIGHT TO BUY) $8.98 2017-08-27 CLASS A COMMON STOCK (30000) Direct
STOCK OPTION (RIGHT TO BUY) $6.45 2019-04-20 CLASS A COMMON STOCK (10000) Direct
STOCK OPTION (RIGHT TO BUY) $8.98 2020-04-13 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: 7,500 shares subject to the option are currently vested (2,500 shares vested on 4/20 of each of 2010, 2011 and 2012); the remaining 2,500 shares will vest on 4/20/13. The vested shares subject to the option are exercisable upon and following consummation of the IPO.

F3: 25,000 shares subject to the option are currently vested (12,500 shares vested on 4/13 of each of 2011 and 2012); the remaining shares will vest as to 12,500 shares on 4/13 of each of 2013 and 2014. The vested shares subject to the option are exercisable upon and following consummation of the IPO.