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

Sep 11, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2018-09-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-11	Class A Common Stock	C	2258438	$0.00	Acquired	2258438	Direct
2018-09-11	Class A Common Stock	S	2258438	$18.50	Disposed	0	Direct
2018-09-11	Class A Common Stock	C	100000	$12.31	Acquired	100000	Direct
2018-09-11	Class A Common Stock	S	100000	$18.50	Disposed	0	Direct
2018-09-11	Class A Common Stock	S	520611	$18.50	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-11	Class B Common Stock	$	C	2258438	Disposed		Class A Common Stock (2258438)	Direct
2018-09-11	Stock Option (Right to Buy)	$12.31	M	100000	Disposed	2024-03-24	Class A Common Stock (100000)	Direct

Footnotes

F1: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

F2: The sales reported in this Form 4 were effected 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: Represents shares held 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. The Reporting Person disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein.

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.

F6: The shares subject to this stock option are fully vested.