TILLY'S, INC. — Director's Dealing 2014

Sep 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2014-09-02

Reporting Person: LEVINE TILLY (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-02	Class B Common Stock	$	G	768405	Acquired		Class A Common Stock (768405)	Direct
2014-09-02	Class B Common Stock	$	G	449386	Acquired		Class A Common Stock (449386)	Indirect
2014-09-02	Class B Common Stock	$	G	449386	Acquired		Class A Common Stock (449386)	Indirect

Footnotes

F1: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F2: On the transaction date, the TL Annuity Trust dated August 6, 2010 (the "Annuity Trust") transferred the reported shares to the Reporting Person (and the trusts reported herein) for no consideration in connection with the termination of the Annuity Trust in accordance with its terms.

F3: Represents shares of Class B Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.