TILLY'S, INC. — Director's Dealing 2017

Dec 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2017-12-04

Reporting Person: ANKER-MORRIS DEBBIE (Chief Merchandising Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-04	CLASS A COMMON STOCK	M	5438	$6.74	Acquired	30438	Direct
2017-12-04	CLASS A COMMON STOCK	S	5438	$16.0015	Disposed	25000	Direct
2017-12-04	CLASS A COMMON STOCK	S	5346	$16.007	Disposed	19654	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-04	STOCK OPTION (RIGHT TO BUY)	$6.74	M	5438	Disposed	2026-03-28	CLASS A COMMON STOCK (5438)	Direct

Footnotes

F1: 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.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.00 to $16.02, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.00 to $16.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F4: These are the remaining shares of Class A Common Stock awarded under a restricted stock unit agreement after the sale reported in Table I, Line 3 Column 4. 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.

F5: The option vests in four equal annual installments on each of the next four anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date.