TILLY'S, INC. — Director's Dealing 2013

Jul 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2013-07-01

Reporting Person: HS ANNUITY TRUST (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-01	CLASS A COMMON STOCK	C	7556	—	Acquired	7556	Direct
2013-07-01	CLASS A COMMON STOCK	S	7556	$16.0049	Disposed	0	Direct
2013-07-02	CLASS A COMMON STOCK	C	1158	—	Acquired	1158	Direct
2013-07-02	CLASS A COMMON STOCK	S	1158	$16.00	Disposed	0	Direct
2013-07-03	CLASS A COMMON STOCK	C	2400	—	Acquired	2400	Direct
2013-07-03	CLASS A COMMON STOCK	S	2400	$16.0034	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	CLASS B COMMON STOCK	$	C	7556	Disposed		CLASS A COMMON STOCK (7556)	Direct
2013-07-02	CLASS B COMMON STOCK	$	C	1158	Disposed		CLASS A COMMON STOCK (1158)	Direct
2013-07-03	CLASS B COMMON STOCK	$	C	2400	Disposed		CLASS A COMMON STOCK (2400)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.00 to $16.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: 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.

F3: The shares reported on this line item converted into shares of the Issuer's Class A Common Stock on a one-for-one basis upon the election of the Reporting Person.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.00 to $16.045, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.