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TILLY'S, INC. Director's Dealing 2024

Dec 31, 2024

34528_dirs_2024-12-30_c38dc09a-0a51-493f-8736-823962b78f09.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2024-12-26

Reporting Person: Fund 1 Investments, LLC (N/A)
Reporting Person: Pleasant Lake Onshore Feeder Fund LP (N/A)
Reporting Person: Pleasant Lake Partners LLC (N/A)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-12-26 Cash-Settled Total Return Swap $ P 6469 Acquired 2027-12-27 Common Stock (6469) Indirect
2024-12-27 Cash-Settled Total Return Swap $ P 271175 Acquired 2027-12-27 Common Stock (271175) Indirect
2024-12-30 Cash-Settled Total Return Swap $ P 150000 Acquired 2027-12-27 Common Stock (150000) Indirect

Footnotes

F1: The Reporting Persons have entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 6,469 notional shares of common stock for a price of $3.5632 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the swap agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

F2: Shares reported herein are held for the benefit of Pleasant Lake Onshore Feeder Fund, LP (the "PL Fund") and additional private investment vehicles for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

F3: Shares held for the account of the PL Fund.

F4: The expiration date of the applicable swap agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 calendar days prior to any subsequent extension, not to so extend the expiration date.

F5: The Reporting Persons have entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 271,175 notional shares of common stock for a price of $3.8442 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

F6: The Reporting Persons have entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 150,000 notional shares of common stock for a price of $3.9511 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.