TILLY'S, INC. — Director's Dealing 2015

Mar 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2015-03-20

Reporting Person: DEMERIT CRAIG (VICE PRESIDENT, CIO & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-20	CLASS A COMMON STOCK	M	20000	$8.98	Acquired	20000	Direct
2015-03-20	CLASS A COMMON STOCK	S	20000	$15.90	Disposed	0	Direct
2015-03-23	CLASS A COMMON STOCK	A	25000	$0.00	Acquired	25000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-20	STOCK OPTION (RIGHT TO BUY)	$8.98	M	20000	Disposed	2017-08-27	CLASS A COMMON STOCK (20000)	Direct

Footnotes

F1: Exercise and sale of Class A Common Stock pursuant to a 10b5-1 trading plan adopted by the Reporting Person on September 16, 2014 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F2: The option is fully vested and is exercisable.

F3: Includes 25,000 shares of Class A Common Stock awarded under a restricted stock unit agreement. The shares subject to the award are scheduled to vest over a four year period, with 25% of the shares vesting one year from the grant date and 25% of the shares vesting on each succeeding anniversary until all shares have vested.