SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fund 1 Investments, LLC

(Last)

(First)

(Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON

00677

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TILLY'S, INC. [ TLYS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/09/2022		P		12,000	A	$6.998	2,218,878	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	09/14/2022		P		5,000	A	$6.981	2,223,878	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	09/15/2022		P		8,500	A	$7.0759	2,232,378	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	09/19/2022		P		17,500	A	$7.4332	328,902	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/20/2022		P		10,000	A	$7.3634	338,902	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/21/2022		P		12,500	A	$7.1974	351,402	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/21/2022		P		7,500	A	$7.2097	358,902	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/21/2022		P		12,500	A	$7.1974	2,244,878	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	09/21/2022		P		7,500	A	$7.2097	2,252,378	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	09/23/2022		P		46,000	A	$7.0306	404,902	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/26/2022		P		10,000	A	$7.0092	414,902	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/26/2022		P		30,000	A	$7.0473	444,902	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/27/2022		P		10,000	A	$7.0457	454,902	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/27/2022		P		11,499	A	$7.0375	466,401	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/28/2022		P		10,000	A	$7.2781	2,262,378	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	09/29/2022		P		24,400	A	$7.0599	490,801	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	09/29/2022		P		24,400	A	$7.0599	2,286,778	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	09/30/2022		P		45,000	A	$6.923	2,331,778	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/03/2022		P		10,000	A	$7.2066	2,341,778	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/05/2022		P		10,985	A	$7.5253	2,352,763	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/06/2022		P		7,500	A	$7.5397	2,360,263	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/07/2022		P		20,000	A	$7.4084	2,380,263	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/10/2022		P		12,500	A	$7.4737	2,392,763	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/11/2022		P		5,000	A	$7.5235	2,397,763	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/12/2022		P		7,500	A	$7.4117	498,301	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	10/12/2022		P		7,500	A	$7.4117	2,405,263	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/14/2022		P		2,899	A	$7.522	501,200	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	10/14/2022		P		2,898	A	$7.522	2,408,161	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	10/17/2022		P		5,000	A	$7.8906	506,200	I	See Footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	10/19/2022		P		11,566	A	$7.8663	517,766	I	See Footnotes⁽¹⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Fund 1 Investments, LLC

(Last)

(First)

(Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON

00677

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pleasant Lake Onshore Feeder Fund LP

(Last)

(First)

(Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON

00677

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pleasant Lake Partners LLC

(Last)

(First)

(Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON

00677

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Shares reported herein are held for the benefit of Pleasant Lake Onshore Feeder Fund, LP (the "PL Fund") and additional private investment vehicles for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

2. Shares held for the account of the PL Fund.

3. Reserved.

4. Shares held for the account of an unaffiliated private fund for which PLP serves as investment adviser ("Client 3").

Remarks:

This Form 4 constitutes part one of six Forms 4 (collectively, the "Reports") filed by the Reporting Persons to report transactions in securities of the Issuer since March 21, 2022. The Reporting Persons have determined that certain sales made by accounts for which PLP serves as investment adviser, as reported in the Reports, were matchable with purchases by such accounts under Section 16(b) of the Securities Exchange Act of 1934. The Reporting Persons have sent the Company payment of the full amount of their pecuniary interest in the disgorgeable profits arising from such transactions.

	/s/ Fund 1 Investments, LLC By: Benjamin C. Cable, Chief Operating Officer	01/10/2023
	/s/ Pleasant Lake Onshore Feeder Fund, LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer	01/10/2023
	/s/ Pleasant Lake Partners LLC, by Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer	01/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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