SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* TL ANNUITY TRUST (Last) (First) (Middle) C/O TILLY'S, INC. 10 WHATNEY (Street) IRVINE CA 92618 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/03/2012	3. Issuer Name and Ticker or Trading Symbol TILLY'S, INC. [ TLYS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
CLASS B COMMON STOCK	(1)	(1)	CLASS A COMMON STOCK	2,000,000	(1)	D

Explanation of Responses:

1. Reflects ownership of Class B Common Stock held by the Reporting Person on the effective date of the Issuer's Registration Statement on Form S-1 (Registration No. 333-175299). 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.

Remarks:

EXHIBIT LIST: EXHIBIT 24.1 - POWER OF ATTORNEY FOR NETTA SCHROER EXHIBIT 24.2 - POWER OF ATTORNEY FOR AMY SHAKED

	/s/ PATRICK GROSSO, ATTORNEY-IN-FACT FOR NETTA SCHROER AND AMY SHAKED, CO-TRUSTEES OF THE TL ANNUITY TRUST	05/03/2012
	** 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 5 (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.

                                               POWER OF ATTORNEY

                    For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

     The undersigned hereby constitutes and appoints each of Patrick Grosso, William Langsdorf, Jr. and Daniel Griesemer,
signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)  execute for and on behalf of the undersigned (a) Forms 3, 4 and 5 (including amendments thereto) in
     accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act") and the rules
     thereunder, (b) Form 144 and (c) Schedules 13D and 13G (including amendments thereto) in accordance with
     Sections 13(d) and 13(g) of the Act and the rules thereunder;

(2)  do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to
     complete and execute any such Form 3, 4 or 5, Form 144 or Schedule 13D or 13G (including amendments thereto)
     and timely file such Forms or Schedules with the Securities and Exchange Commission ("SEC") and any stock
     exchange, self-regulatory association or any other authority;

(3)  take any necessary or appropriate action to obtain or regenerate codes and passwords enabling the undersigned
     to make electronic filings with the SEC of reports required by Section 16(a) of the Act or any rule or
     regulation of the SEC; and

(4)  take any other action of any type whatsoever in connection with the foregoing that, in the opinion of each
     such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned,
     it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant
     to this Power of Attorney shall be in such form and shall contain such terms and conditions as the
     attorney-in-fact may approve in the attorney-in-fact's discretion.

     The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform each and
every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all that the
attorneys-in-fact substitute, shall lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is Tilly's,
Inc. assuming) any of the undersigned's responsibilities to comply with Section 16 of the Act.

     The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or
in writing by the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
Tilly's Inc. and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in
these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging,
delivering or filing Form 3, 4 or 5, Form 144 or Schedule 13D or 13G (including amendments thereto) and agrees to
reimburse Tilly's, Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim, damage, liability or action.

     This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to
file Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Tilly's, Inc. unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney does not
revoke any other power of attorney that the undersigned has previously granted.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written
below.


/s/ Netta Schroer, Co-Trustee of TL Annuity Trust established August 6, 2010


APRIL 27, 2012

                                               POWER OF ATTORNEY

                    For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

     The undersigned hereby constitutes and appoints each of Patrick Grosso, William Langsdorf, Jr. and Daniel Griesemer,
signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)  execute for and on behalf of the undersigned (a) Forms 3, 4 and 5 (including amendments thereto) in
     accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act") and the rules
     thereunder, (b) Form 144 and (c) Schedules 13D and 13G (including amendments thereto) in accordance with
     Sections 13(d) and 13(g) of the Act and the rules thereunder;

(2)  do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to
     complete and execute any such Form 3, 4 or 5, Form 144 or Schedule 13D or 13G (including amendments thereto)
     and timely file such Forms or Schedules with the Securities and Exchange Commission ("SEC") and any stock
     exchange, self-regulatory association or any other authority;

(3)  take any necessary or appropriate action to obtain or regenerate codes and passwords enabling the undersigned
     to make electronic filings with the SEC of reports required by Section 16(a) of the Act or any rule or
     regulation of the SEC; and

(4)  take any other action of any type whatsoever in connection with the foregoing that, in the opinion of each
     such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned,
     it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant
     to this Power of Attorney shall be in such form and shall contain such terms and conditions as the
     attorney-in-fact may approve in the attorney-in-fact's discretion.

     The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform each and
every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all that the
attorneys-in-fact substitute, shall lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is Tilly's,
Inc. assuming) any of the undersigned's responsibilities to comply with Section 16 of the Act.

     The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or
in writing by the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
Tilly's Inc. and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in
these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging,
delivering or filing Form 3, 4 or 5, Form 144 or Schedule 13D or 13G (including amendments thereto) and agrees to
reimburse Tilly's, Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim, damage, liability or action.

     This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to
file Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Tilly's, Inc. unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney does not
revoke any other power of attorney that the undersigned has previously granted.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written
below.


/S/ Amy Shaked, Co-Trustee of TL Annuity Trust established August 6, 2010


APRIL 27, 2012