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

Jun 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2018-06-11

Reporting Person: KERR JANET (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-11	CLASS A COMMON STOCK	S	5167	$15.2299	Disposed	34845	Indirect
2018-06-12	CLASS A COMMON STOCK	A	5369	$0.00	Acquired	10079	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 23, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.180 to $15.283, 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.

F3: From June 7, 2018 to June 8, 2018, 10,333 shares vested directly with the Reporting Person pursuant to a restricted stock unit agreement, all of which were immediately transferred to a trust (the "Trust") of which the Reporting Person is trustee.

F4: Represents shares of restricted stock, which vest in two equal annual installments on each of the succeeding two anniversaries of the grant date.