Sec Form 4 Filing - ANKER-MORRIS DEBBIE @ TILLY'S, INC. - 2017-12-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ANKER-MORRIS DEBBIE
2. Issuer Name and Ticker or Trading Symbol
TILLY'S, INC. [ TLYS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Merchandising Officer
(Last) (First) (Middle)
C/O TILLY'S, INC., 10 WHATNEY
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2017
(Street)
IRVINE, CA92618
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 12/06/2017 M 3,312 A $ 6.74 22,966 D
CLASS A COMMON STOCK 12/06/2017 M 27,586 A $ 12.31 50,552 D
CLASS A COMMON STOCK 12/06/2017 S 30,898 D $ 15.8 ( 1 ) 19,654 D
CLASS A COMMON STOCK 12/06/2017 S 904 D $ 15.806 ( 2 ) 18,750 ( 3 ) D
CLASS A COMMON STOCK 12/07/2017 M 28,664 A $ 12.31 47,414 D
CLASS A COMMON STOCK 12/07/2017 S 28,664 D $ 15.8 18,750 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
STOCK OPTION (RIGHT TO BUY) $ 6.74 12/06/2017 M 3,312 ( 4 ) 03/28/2026 CLASS A COMMON STOCK 3,312 $ 0 26,250 D
STOCK OPTION (RIGHT TO BUY) $ 12.31 12/06/2017 M 27,586 ( 4 ) 03/24/2024 CLASS A COMMON STOCK 27,586 $ 0 47,414 D
STOCK OPTION (RIGHT TO BUY) $ 12.31 12/07/2017 M 28,664 ( 4 ) 03/24/2024 CLASS A COMMON STOCK 28,664 $ 0 18,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANKER-MORRIS DEBBIE
C/O TILLY'S, INC.
10 WHATNEY
IRVINE, CA92618
Chief Merchandising Officer
Signatures
/s/ Debbie Anker-Morris 12/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The shares were sold in two transactions with one transaction pricing at $15.80 and the other transaction pricing at $15.81. 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 set forth in this footnote.
( 2 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.80 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.
( 3 )These are the remaining shares of Class A Common Stock awarded under a restricted stock unit agreement after the sale reported in Table I, Line 4 Column 4. The shares subject to the award are scheduled to vest over a four year period, with 25% of the shares vesting one year from the grant date and 25% of the shares vesting on each succeeding anniversary until all shares have vested.
( 4 )The option vests in four equal annual installments on each of the next four anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.