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
||December 31, 2014
|Estimated average burden|
|hours per response:
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person
|C/O TILLY'S, INC.|
2. Issuer Name
Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check
||Form filed by One Reporting Person
||Form filed by More than One Reporting
|Table I - Non-Derivative Securities Acquired, Disposed of, or
Title of Security (Instr.
Deemed Execution Date, if any
Transaction Code (Instr.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported
3 and 4)
Ownership Form: Direct (D) or Indirect (I) (Instr.
Nature of Indirect Beneficial Ownership (Instr.
||(A) or (D)
CLASS A COMMON STOCK
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
||6. Date Exercisable and Expiration Date
||7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
||8. Price of Derivative Security (Instr.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
STOCK OPTION (RIGHT TO BUY)
Class A Common Stock
|Explanation of Responses:|
|Exhibit List: Exhibit 24 - Power of Attorney|
||/s/ Michael L. Henry
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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
MICHAEL L. HENRY
With respect to holdings of and transactions in securities issued by
Inc. (the "Company"), the undersigned hereby constitutes and appoints the
individuals named on
Schedule A attached hereto and as may be amended from time to time, or any of
singly, with full power of substitution and resubstitution, to act as the
undersigned's true and lawful
1. prepare, execute in the undersigned's name and on the undersigned's behalf,
submit to the United States Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain and/or regenerate codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
16(a) of the Securities Exchange Act of 1934, as amended, or any rule or
regulation of the SEC;
2. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance
with Section 16 of the Securities Exchange Act of 1934, as amended, and the
3. do and perform any and all acts for and on behalf of the undersigned which
be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
interest of, or legally required by, the undersigned, it being understood that
documents executed by such 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 such attorney-in-fact may approve in his or her
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do
and perform any 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
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such
attorneys-in-fact substitute or substitutes, 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, in
serving in such
capacity at the request of the undersigned, are not assuming, nor is any Company
assuming, any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of
1934, as amended.
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 with respect to the undersigned's
holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16 day of June, 2015.
/s/ Michael L. Henry
Michael L. Henry
Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and
1. Edmond Thomas
2. Christina Campbell
3. Carol Arakaki