TILLY'S, INC. — Director's Dealing 2016

Oct 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2016-10-20

Reporting Person: SHAKED HEZY (Director, Chief Strategy Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-20	CLASS A COMMON STOCK	S	15000	$9.5403	Disposed	740611	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by a limited liability company (the "LLC"), of which the Reporting Person serves as the sole manager with sole voting and investment control over the securities held thereby, on April 1, 2016 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.42 to $9.62, 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: Represents shares held by the LLC of which the Reporting Person serves as the 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.