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: LEVINE TILLY (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-11	Class A Common Stock	C	1343406	$0.00	Acquired	1343406	Direct
2018-09-11	Class A Common Stock	S	1343406	$18.50	Disposed	0	Direct
2018-09-11	Class A Common Stock	C	319386	$0.00	Acquired	319386	Indirect
2018-09-11	Class A Common Stock	S	319386	$18.50	Disposed	0	Indirect
2018-09-11	Class A Common Stock	C	319386	$0.00	Acquired	319386	Indirect
2018-09-11	Class A Common Stock	S	319386	$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	1343406	Disposed		Class A Common Stock (1343406)	Direct
2018-09-11	Class B Common Stock	$	C	319386	Disposed		Class A Common Stock (319386)	Indirect
2018-09-11	Class B Common Stock	$	C	319386	Disposed		Class A Common Stock (319386)	Indirect

Footnotes

F1: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person.

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 of Class A Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

F5: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F6: Represents shares of Class B Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.