0000929638-24-000086.txt : 20240111 0000929638-24-000086.hdr.sgml : 20240111 20240111172625 ACCESSION NUMBER: 0000929638-24-000086 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240111 DATE AS OF CHANGE: 20240111 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86840 FILM NUMBER: 24530037 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: SC 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 SC 13D/A 1 sc13da.htm AMENDMENT NO. 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Tilly’s, Inc.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
886885102
(CUSIP Number)
 
January 9, 2024
(Date of Event which Requires Filing of this Statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
Name of Reporting Person.
 
Fund 1 Investments, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [ ]
 
(b) [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
AF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
 
6
Citizenship or Place of Organization.

Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7            Sole Voting Power
 
0
 
8            Shared Voting Power
 
6,806,805 shares
 
Refer to Item 4 below.
 
9            Sole Dispositive Power
 
              0
 
10          Shared Dispositive Power
 
6,806,805 shares
 
Refer to Item 4 below.
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,806,805 shares
 
Refer to Item 4 below.
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ ]
 
13
Percent of Class Represented by Amount in Row (11)
 
30.03%
 
Refer to Item 4 below.
14
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
     

AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 to Schedule 13D (this “Amendment”) 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 and December 4, 2023 (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) of the Schedule 13D.

Item 5.    Interest in Securities of the Issuer

(a) and (b)  See Items 7-13 of the cover page.

The percentage calculations herein are based upon the statement in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2023, as filed with the Securities and Exchange Commission on December 1, 2023, that there were 22,667,615 shares of Class A Common Stock of the Issuer outstanding as of November 29, 2023.

(c)  The following table lists transactions in the Class A Common Stock that were effected during the sixty day period prior to the filing of this Schedule 13D and have not already been reported in the Schedule 13D:

Transaction Date
No. Shares
Price Per Share
Open market purchase
12/12/2023
25,000
$7.6104
Open market purchase
12/13/2023
27,500
$7.5794
Open market purchase
12/14/2023
5,000
$7.4075
Open market purchase
12/14/2023
25,000
$7.3513
Open market purchase
12/29/2023
10,000
$7.5341
Open market purchase
01/02/2024
6,000
$7.5242
Open market purchase
01/03/2024
11,000
$7.2913
Open market purchase
01/05/2024
26,000
$7.3345
Open market purchase
01/08/2024
30,302
$7.1852
Open market purchase
01/09/2024
54,000
$7.1385
Open market purchase
01/09/2024
20,000
$7.1142
Open market purchase
01/10/2024
13,900
$7.2389
Open market purchase
01/11/2024
21,000
$7.2894



SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:
January 11, 2024
 
FUND 1 INVESTMENTS, LLC 

By: /s/ Benjamin C. Cable                     
Benjamin C. Cable
Chief Operating Officer