Tilly's Inc.

01/24/2025 | Press release | Distributed by Public on 01/24/2025 16:15

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fund 1 Investments, LLC
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)
(Last) (First) (Middle)
100 CARR 115, UNIT 1900 		3. Date of Earliest Transaction (Month/Day/Year)
01/22/2025
(Street)
RINCON, PR 00677 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Cash-Settled Total Return Swap(1) (1) 01/22/2025 P/K 35,000 (1) 12/27/2027(4) Common Stock 35,000 $4.1431 960,489 I See Footnotes(2)(3)
Cash-Settled Total Return Swap(5) (5) 01/23/2025 P/K 35,000 (5) 12/27/2027(4) Common Stock 35,000 $4.3347 995,489 I See Footnotes(2)(3)
Cash-Settled Total Return Swap(6) (6) 01/24/2025 P/K 15,000 (6) 12/27/2027(4) Common Stock 15,000 $4.2811 1,010,489 I See Footnotes(2)(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fund 1 Investments, LLC
100 CARR 115
UNIT 1900
RINCON, PR 00677 		X
Pleasant Lake Partners LLC
100 CARR 115 UNIT 1900
RINCON, PR 00677 		X
PLP Funds Master Fund LP
100 CARR 115 UNIT 1900
RINCON, PR 00677 		X

Signatures

/s/ Fund 1 Investments, LLC, by: Benjamin C. Cable, Chief Operating Officer 01/24/2025
**Signature of Reporting Person Date
/s/ PLP Funds Master Fund LP by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer 01/24/2025
**Signature of Reporting Person Date
/s/ Pleasant Lake Partners LLC, by Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer 01/24/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Persons have entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 35,000 notional shares of common stock for a price of $4.1431 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the swap agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.
(2) Shares reported herein are held for the benefit of PLP Funds Master Fund LP (the "PL Fund") and additional private investment vehicles for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
(3) Shares held for the account of the PL Fund.
(4) The expiration date of the swap agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 calendar days prior to any subsequent extension, not to so extend the expiration date.
(5) The Reporting Persons have entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 35,000 notional shares of common stock for a price of 4.3347 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.
(6) The Reporting Persons have entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 15,000 notional shares of common stock for a price of $4.2811 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.