0000929638-25-001010.txt : 20250304 0000929638-25-001010.hdr.sgml : 20250304 20250304174750 ACCESSION NUMBER: 0000929638-25-001010 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250304 DATE AS OF CHANGE: 20250304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TILLY'S, INC. CENTRAL INDEX KEY: 0001524025 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 452164791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86840 FILM NUMBER: 25706942 BUSINESS ADDRESS: STREET 1: 10 WHATNEY CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 609-5599 MAIL ADDRESS: STREET 1: 10 WHATNEY CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fund 1 Investments, LLC CENTRAL INDEX KEY: 0001959730 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 100 CARR 115 STREET 2: UNIT 1900 CITY: RINCON STATE: PR ZIP: 00677 BUSINESS PHONE: 804-363-4458 MAIL ADDRESS: STREET 1: 100 CARR 115 STREET 2: UNIT 1900 CITY: RINCON STATE: PR ZIP: 00677 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000929638-23-000841 0001959730 XXXXXXXX LIVE 15 Class A Common Stock 03/03/2025 true 0001524025 886885102 TILLY'S, INC.

10 WHATNEY IRVINE CA 92618

Barry N. Hurwitz 617-341-7700 c/o Morgan, Lewis & Bockius LLP One Federal Street Boston MA 02110-1726 0001959730 Fund 1 Investments, LLC AF DE 0 8174879 0 8174879 8174879 N 35.8 OO Class A Common Stock TILLY'S, INC. 10 WHATNEY IRVINE CA 92618 This Amendment No. 15 to Schedule 13D (this "Amendment"), which is being filed voluntarily, relates to Class A Common Stock of Tilly's, Inc., a Delaware corporation (the "Issuer" or the "Company"). The address of the principal executive offices of the Issuer is 10 Whatney, Irvine, California 92618. This Amendment is being filed by the Reporting Person to amend the Schedule 13D that was filed on March 15, 2023, as amended on April 4, 2023, April 28, 2023, June 2, 2023, June 6, 2023, December 4, 2023, January 11, 2024, February 2, 2024, March 4, 2024, March 19, 2024, July 3, 2024, January 2, 2025, January 14, 2025, February 3, 2025 and February 18, 2025 (as amended, the "Schedule 13D"). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as in the Schedule 13D. This amendment is being filed to amend and supplement Items 5(a) through 5(c) and Item 6 of the Schedule 13D. Item 5(a) is hereby amended and restated as follows: See Items 7-13 of the cover page. Item 5(b) is hereby amended and restated as follows: See Items 7-13 of the cover page. Item 5(c) is hereby amended and restated as follows: The Reporting Persons did not effect any transactions in shares of the Company's Class A Common Stock during the sixty day period prior to this filing. The percentage calculations herein are based upon the statement in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2024, as filed with the Securities and Exchange Commission on December 6, 2024, that there were 22,845,799 shares of Class A Common Stock of the Issuer outstanding as of December 4, 2024. Item 6 is hereby amended and restated as follows: Between February 19, 2025 and March 4, 2025, the Reporting Person entered into certain cash-settled swap agreements with an unaffiliated third-party financial institution (the "Cash-Settled Swaps"). Collectively, such Cash-Settled Swaps held by the Reporting Person represent economic exposure to an aggregate of 395,000 notional shares of Class A Common Stock, representing approximately 1.73% of the outstanding shares of Class A Common Stock of the Issuer. Such Cash-Settled Swaps, together with Cash-Settled Swaps previously entered into by the Reporting Person, represent economic exposure to an aggregate of 1,759,349 notional shares of Class A Common Stock, representing approximately 7.70% of the outstanding shares of Class A Common Stock of the Issuer. The Cash-Settled Swaps provide the Reporting Person with economic results that are comparable to the economic results of ownership, but do not provide it with the power to vote or direct the voting, or dispose of or direct the disposition, of the shares that are subject to the Cash-Settled Swaps. Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Issuer. Fund 1 Investments, LLC /s/ Benjamin C. Cable 03/04/2025