SEC Form 4 · accession 0001209191-18-050488

TILLY'S, INC. · TLYS

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

Reporting owner

Tilly Levine

10% Owner

Period of report

Sep 11, 2018

Accepted (ET)

Sep 11, 2018 · 4:33 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	Sep 11, 2018	C	1,343,406	$0.00	A	1,343,406	D
Class A Common Stock^F3	Sep 11, 2018	S	1,343,406	$18.50	D	0	D
Class A Common Stock^F4	Sep 11, 2018	C	319,386	$0.00	A	319,386	I	By Trust 1
Class A Common Stock^F3	Sep 11, 2018	S	319,386	$18.50	D	0	I	By Trust 1
Class A Common Stock^F4	Sep 11, 2018	C	319,386	$0.00	A	319,386	I	By Trust 2
Class A Common Stock^F3	Sep 11, 2018	S	319,386	$18.50	D	0	I	By Trust 2

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	—	Sep 11, 2018	C	1,343,406	D	—	—	Class A Common Stock	1,343,406	1,969,741	D
Class B Common Stock^F6,F5	—	Sep 11, 2018	C	319,386	D	—	—	Class A Common Stock	319,386	0	I
Class B Common Stock^F6,F5	—	Sep 11, 2018	C	319,386	D	—	—	Class A Common Stock	319,386	0	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.
F2The sales reported in this Form 4 were effected in a public underwritten secondary offering (the "Offering") pursuant to a Registration Statement on Form S-3 (File. No. 333-226209).
F3The price reported in column 4 reflects the public offering price of $18.50 per share pursuant to the terms of the Offering, and excludes underwriting commissions and discounts.
F4Represents shares of Class A 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.
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.