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TILLY'S, INC. Director's Dealing 2013

Sep 7, 2013

34528_dirs_2013-09-06_093a16be-68db-46bb-9a07-363307dfcdb0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2013-09-04

Reporting Person: LANGSDORF WILLIAM (SVP & CHIEF FINANCIAL OFCR)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-09-04 CLASS A COMMON STOCK M 10018 $8.98 Acquired 10018 Direct
2013-09-04 CLASS A COMMON STOCK S 10018 $13.8919 Disposed 0 Direct
2013-09-05 CLASS A COMMON STOCK M 17600 $8.98 Acquired 17600 Direct
2013-09-05 CLASS A COMMON STOCK S 17600 $13.7020 Disposed 0 Direct
2013-09-06 CLASS A COMMON STOCK M 50000 $8.98 Acquired 50000 Direct
2013-09-06 CLASS A COMMON STOCK S 50000 $13.6805 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-09-04 STOCK OPTION (RIGHT TO BUY) $8.98 M 10018 Disposed 2017-08-27 CLASS A COMMON STOCK (10018) Direct
2013-09-05 STOCK OPTION (RIGHT TO BUY) $8.98 M 17600 Disposed 2017-08-27 CLASS A COMMON STOCK (17600) Direct
2013-09-06 STOCK OPTION (RIGHT TO BUY) $8.98 M 50000 Disposed 2017-08-27 CLASS A COMMON STOCK (50000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
CLASS A COMMON STOCK 5000 Indirect

Footnotes

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

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.63 to $14.03, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.65 to $13.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.60 to $13.84, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.