0001181431-12-067467.txt : 20121228 0001181431-12-067467.hdr.sgml : 20121228 20121228164258 ACCESSION NUMBER: 0001181431-12-067467 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121227 FILED AS OF DATE: 20121228 DATE AS OF CHANGE: 20121228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAKED HEZY CENTRAL INDEX KEY: 0001548777 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35535 FILM NUMBER: 121291380 MAIL ADDRESS: STREET 1: C/O TILLY'S, INC. STREET 2: 10 WHATNEY CITY: IRVINE STATE: CA ZIP: 92618 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TILLY'S, INC. CENTRAL INDEX KEY: 0001524025 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 452164791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 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 4 1 rrd363857.xml SHAKED F4 X0306 4 2012-12-27 0 0001524025 TILLY'S, INC. TLYS 0001548777 SHAKED HEZY C/O TILLY'S, INC. 10 WHATNEY IRVINE CA 92618 1 1 1 0 CHIEF STRATEGY OFFICER Class A Common Stock 2012-12-27 4 C 0 850000 0 A 850000 I BY LLC Class B Common Stock 2012-11-26 5 G 0 500000 0 D Class A Common Stock 500000 8700000 D Class B Common Stock 2012-11-26 5 G 0 850000 0 A Class A Common Stock 850000 850000 I BY LLC Class B Common Stock 2012-12-27 4 C 0 850000 0 D Class A Common Stock 850000 0 I BY LLC On November 26, 2012, the Reporting Person gifted 500,000 shares of the Issuer's Class B Common Stock to a limited liability company (the "LLC") in exchange for a majority membership interest in the LLC and Tilly Levine gifted 350,000 shares of the Issuer's Class B Common Stock to the LLC in exchange for a minority interest therein. The Reporting Person serves as sole manager of the LLC with sole voting and investment control over the securities held thereby. On December 27, 2012, the Reporting Person contributed all but 1% of his membership interest in the LLC to an irrevocable trust (the "Irrevocable Trust") that is managed by an independent trustee who has sole voting and investment control over the securities held by the Irrevocable Trust. As sole manager of the LLC, the Reporting Person may be deemed to indirectly beneficially own the securities held thereby but disclaims ownership except to the extent of his pecuniary interest therein. 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. On December 27, 2012, the shares of Class B Common Stock reported on this line item converted into the Issuer's Class A Common Stock on a one-for-one basis. The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Form 4s with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares. Exhibit List - Exhibit 24.1 - Power of Attorney /s/ Chris Lal, Attorney-in-Fact for Hezy Shaked 2012-12-28 EX-24.1 2 rrd326606_369343.htm POWER OF ATTORNEY rrd326606_369343.html 
                                               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 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.


/S/ Hezy Shaked


November 6, 2012