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

Jun 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2013-06-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-06	CLASS A COMMON STOCK	S	273	$16.25	Disposed	810967	Indirect
2013-06-07	CLASS A COMMON STOCK	S	9272	$16.2621	Disposed	801695	Indirect
2013-06-10	CLASS A COMMON STOCK	S	6670	$16.2508	Disposed	795025	Indirect

Footnotes

F1: Represents shares held by a limited liability company (the "LLC") of which the Reporting Person serves as 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.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.25 to $16.35, 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.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.25 to $16.30, 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.