TILLY'S, INC. — Director's Dealing 2018

Dec 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2018-12-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-19	Class A Common Stock	C	10000	$0.00	Acquired	10000	Direct
2018-12-19	Class A Common Stock	S	10000	$10.8348	Disposed	0	Direct
2018-12-20	Class A Common Stock	C	10000	$0.00	Acquired	10000	Direct
2018-12-20	Class A Common Stock	S	10000	$10.5259	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-19	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Direct
2018-12-20	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Direct

Footnotes

F1: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary.

F2: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Hezy Shaked Living Trust, of which the Reporting Person is trustee and beneficiary, on December 14, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.63 to $11.02, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.31 to $10.69, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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.

F5: 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.