SEC Form 4 · accession 0001209191-17-065456
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
Dec 12, 2017
Accepted (ET)
Dec 13, 2017 · 4:47 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 StockF2,F3 | Dec 12, 2017 | S | 10,000 | $15.8099 | D | 600,611 | I | BY LLC |
| Class A Common StockF4 | Dec 12, 2017 | C | 50,000 | $0.00 | A | 50,000 | D | |
| Class A Common Stock | Dec 12, 2017 | G | 50,000 | $0.00 | 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 StockF5 | — | Dec 12, 2017 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 9,217,805 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted 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, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.55 to $16.16, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, 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.
- F3Represents shares held by 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.
- F4The 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.
- 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.