SEC Form 4 · accession 0001209191-17-045081

TILLY'S, INC. · TLYS

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

Reporting owner

Hezy Shaked

Officer — Chief Strategy Officer · Director · 10% Owner

Period of report

Jul 12, 2017

Accepted (ET)

Jul 13, 2017 · 5:48 pm EDT

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	Jul 12, 2017	C	600	$0.00	A	600	D
Class A Common Stock^F3	Jul 12, 2017	S	600	$10.0133	D	0	D
Class A Common Stock^F4	holding	—	—		—	650,611	I	BY LLC

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,F5	—	Jul 12, 2017	C	600	D	—	—	Class A Common Stock	600	9,357,805	D

Explanation of responses

F1The 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.
F2The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Hezy Shaked Living Trust, of which the Reporting Person is trustee and beneficiary, on September 30, 2016 in accordance with Rule 10b5-1 of the Securities Exchange 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 $10.00 to $10.05, 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.
F4Represents 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.
F5Class 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.