SEC Form 4 · accession 0001181431-15-002810

TILLY'S, INC. · TLYS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Tilly Levine

10% Owner

Period of report

Feb 17, 2015

Accepted (ET)

Feb 19, 2015 · 5:45 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001524025

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Feb 17, 2015	C	9,797	$0.00	A	9,797	D
Class A Common Stock^F3	Feb 17, 2015	S	9,797	$13.0178	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F4	—	Feb 17, 2015	C	9,797	D	—	—	Class A Common Stock	9,797	5,268,518	D
Class B Common Stock^F5,F4	—	holding	—	—	—	—	—	Class A Common Stock	449,386	449,386	I
Class B Common Stock^F5,F4	—	holding	—	—	—	—	—	Class A Common Stock	449,386	449,386	I

Explanation of responses

F1The 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 (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.
F2Exercise and sale of Class A Common Stock pursuant to a 10b5-1 trading plan adopted by the Reporting Person on April 2, 2014 in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.11, 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.
F4Class 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.
F5Represents 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.