X0306
4
2017-11-20
0
0001524025
TILLY'S, INC.
TLYS
0001548775
LEVINE TILLY
C/O TILLY'S, INC.
10 WHATNEY
IRVINE
CA
92618
0
0
1
0
Class A Common Stock
2017-11-20
4
C
0
10000
0.00
A
10000
D
Class A Common Stock
2017-11-20
4
S
0
10000
13.2429
D
0
D
Class A Common Stock
2017-11-21
4
C
0
10000
0.00
A
10000
D
Class A Common Stock
2017-11-21
4
S
0
10000
13.1197
D
0
D
Class B Common Stock
2017-11-20
4
C
0
10000
0.00
D
Class A Common Stock
10000
3683147
D
Class B Common Stock
2017-11-21
4
C
0
10000
0.00
D
Class A Common Stock
10000
3673147
D
Class B Common Stock
Class A Common Stock
364386
364386
I
By Trust 1
Class B Common Stock
Class A Common Stock
364386
364386
I
By Trust 2
The 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").
The 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.
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.00 to $13.67, 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.
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.09 to $13.19, 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.
Class 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.
Represents 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.
/s/ Michael L. Henry, Attorney-in-Fact for Tilly Levine
2017-11-22