SEC Form 4 · accession 0001209191-17-067607
TILLY'S, INC. · TLYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tilly Levine
10% Owner
Period of report
Dec 27, 2017
Accepted (ET)
Dec 28, 2017 · 7:21 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 StockF1 | Dec 27, 2017 | C | 10,000 | $0.00 | A | 10,000 | D | |
| Class A Common StockF3 | Dec 27, 2017 | S | 10,000 | $15.4523 | D | 0 | D | |
| Class A Common StockF1 | Dec 28, 2017 | C | 10,000 | $0.00 | A | 10,000 | D | |
| Class A Common StockF4 | Dec 28, 2017 | S | 10,000 | $15.2324 | 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 27, 2017 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 3,623,147 | D |
| Class B Common StockF5 | — | Dec 28, 2017 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 3,613,147 | D |
| Class B Common StockF6,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 359,386 | 359,386 | I |
| Class B Common StockF6,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 359,386 | 359,386 | 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").
- F2The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Tilly Levine Separate Property Trust, of which the Reporting Person is trustee and beneficiary, on June 8, 2017 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. The shares were sold in multiple transactions at prices ranging from $15.22 to $15.82, 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.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.10 to $15.38, 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.
- F5Class 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.
- F6Represents 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.