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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Collier Douglas P (Last) (First) (Middle) C/O TILLY'S, INC. 10 WHATNEY (Street) IRVINE CA 92618 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/27/2012
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
CLASS A COMMON STOCK	11/27/2012		P		2,000	A	$13.45	7,161	I	The Collier Family Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ CHRISTOPHER M. LAL, ATTORNEY-IN-FACT FOR DOUGLAS P. COLLIER	11/28/2012
	** 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 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.

                               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 Daniel Griesemer,
Christopher M. Lal and William Langsdorf, Jr., 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.
     By: /s/ Douglas Collier
     Name: Douglas Collier
     Date: 11-8-12
Signature Page Limited Power of Attorney