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

Mar 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2014-03-24

Reporting Person: HS ANNUITY TRUST (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-24	CLASS A COMMON STOCK	C	8536	—	Acquired	8536	Direct
2014-03-24	CLASS A COMMON STOCK	S	8536	$12.3687	Disposed	0	Direct
2014-03-25	CLASS A COMMON STOCK	C	25216	—	Acquired	25216	Direct
2014-03-25	CLASS A COMMON STOCK	S	25216	$12.0902	Disposed	0	Direct
2014-03-26	CLASS A COMMON STOCK	C	299	—	Acquired	299	Direct
2014-03-26	CLASS A COMMON STOCK	S	299	$12.068	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-24	CLASS B COMMON STOCK	$	C	8536	Disposed		CLASS A COMMON STOCK (8536)	Direct
2014-03-25	CLASS B COMMON STOCK	$	C	25216	Disposed		CLASS A COMMON STOCK (25216)	Direct
2014-03-26	CLASS B COMMON STOCK	$	C	299	Disposed		CLASS A COMMON STOCK (299)	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 $12.25 to $12.52, 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 $12.05 to $12.38, 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.

F5: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $12.00 to $12.09, 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.