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SEC FORM 4 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 		 
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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*
TL ANNUITY TRUST
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2013
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 06/03/2013 C 27,854 A $0 27,854 D
CLASS A COMMON STOCK 06/03/2013 S 27,854 D $16.2819(1) 0 D
CLASS A COMMON STOCK 06/04/2013 C 47,692 A $0 47,692 D
CLASS A COMMON STOCK 06/04/2013 S 47,692 D $16.2508(2) 0 D
CLASS A COMMON STOCK 06/05/2013 C 1,970 A $0 1,970 D
CLASS A COMMON STOCK 06/05/2013 S 1,970 D $16.251(5) 0 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 (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
CLASS B COMMON STOCK (3) 06/03/2013 C 27,854(4) (3) (3) CLASS A COMMON STOCK 27,854 $0 1,812,146 D
CLASS B COMMON STOCK (3) 06/04/2013 C 47,692(4) (3) (3) CLASS A COMMON STOCK 47,692 $0 1,764,454 D
CLASS B COMMON STOCK (3) 06/05/2013 C 1,970(4) (3) (3) CLASS A COMMON STOCK 1,970 $0 1,762,484 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.25 to $16.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges 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 $16.25 to $16.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
3. 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.
4. The shares of Class B Common Stock reported on this line item converted into shares of the Issuer's Class A Common Stock on a one-for-one basis upon the election of the Reporting Person.
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.25 to $16.28, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney for Netta Schroer and Amy Shaked
/s/ Christopher M. Lal, Attorney-in-Fact for Netta Schroer and Amy Shaked, Co-Trustees of the TL Annuity Trust 06/05/2013
** 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.
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                                               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/ Netta Schroer
Name:  Netta Schroer, Co-Trustee of the TL Annuity Trust
Date:   November 7, 2012


BY: 	/s/ Amy Shaked
Name:  Amy Shaked, Co-Trustee of the TL Annuity Trust
Date:   November 8, 2012