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

Jun 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2013-06-03

Reporting Person: HS ANNUITY TRUST (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-03	CLASS A COMMON STOCK	C	27854	—	Acquired	27854	Direct
2013-06-03	CLASS A COMMON STOCK	S	27854	$16.2819	Disposed	0	Direct
2013-06-04	CLASS A COMMON STOCK	C	47692	—	Acquired	47692	Direct
2013-06-04	CLASS A COMMON STOCK	S	47692	$16.2508	Disposed	0	Direct
2013-06-05	CLASS A COMMON STOCK	C	1970	—	Acquired	1970	Direct
2013-06-05	CLASS A COMMON STOCK	S	1970	$16.2510	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-03	CLASS B COMMON STOCK	$	C	27854	Disposed		CLASS A COMMON STOCK (27854)	Direct
2013-06-04	CLASS B COMMON STOCK	$	C	47692	Disposed		CLASS A COMMON STOCK (47692)	Direct
2013-06-05	CLASS B COMMON STOCK	$	C	1970	Disposed		CLASS A COMMON STOCK (1970)	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 $16.25 to $16.50, 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: 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 SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: 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.

F4: The shares of Class B Common Stock 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.

F5: 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 $16.28, 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.