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: SHAKED HEZY (Director, CHIEF STRATEGY OFFICER, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-01	CLASS A COMMON STOCK	S	3779	$16.0049	Disposed	783452	Indirect
2013-07-02	CLASS A COMMON STOCK	S	579	$16.00	Disposed	782873	Indirect
2013-07-03	CLASS A COMMON STOCK	S	1200	$16.0034	Disposed	781673	Indirect

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: Represents shares held by a limited liability company (the "LLC") of which the Reporting Person serves as the sole manager with sole voting and investment control over the securities held thereby. The Reporting Person disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein.

F3: 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.