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

Sep 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2018-09-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-14	Class A Common Stock	C	517294	$0.00	Acquired	517294	Direct
2018-09-14	Class A Common Stock	S	517294	$18.50	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-14	Class B Common Stock	$	C	517294	Disposed		Class A Common Stock (517294)	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 shares reported in this Form 4 were sold pursuant to the underwriters exercising their option to purchase additional shares of Class A Common Stock in a public underwritten secondary offering (the "Offering") pursuant to a Registration Statement on Form S-3 (File. No. 333-226209).

F3: The price reported in column 4 reflects the public offering price of $18.50 per share pursuant to the terms of the Offering, and excludes underwriting commissions and discounts.

F4: 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.