Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
  DEMERIT CRAIG
 2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2012		 3. Issuer Name and Ticker or Trading Symbol
TILLY'S, INC. [TLYS]
(Last)
(First)
(Middle)
C/O TILLY'S, INC., 10 WHATNEY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VICE PRESIDENT, CIO & COO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVINE, CA 92618		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
STOCK OPTION (RIGHT TO BUY)   (1) 08/27/2017 CLASS A COMMON STOCK 30,000 $ 8.98 D  
STOCK OPTION (RIGHT TO BUY)   (2) 04/20/2019 CLASS A COMMON STOCK 10,000 $ 6.45 D  
STOCK OPTION (RIGHT TO BUY)   (3) 04/13/2020 CLASS A COMMON STOCK 50,000 $ 8.98 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEMERIT CRAIG
C/O TILLY'S, INC.
10 WHATNEY
IRVINE, CA 92618		       VICE PRESIDENT, CIO & COO  

Signatures

/s/ PATRICK GROSSO, ATTORNEY-IN-FACT FOR CRAIG DEMERIT 05/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 option is fully vested and is exercisable upon and following consummation of the Issuer's initial public offering ("IPO").
(2) 7,500 shares subject to the option are currently vested (2,500 shares vested on 4/20 of each of 2010, 2011 and 2012); the remaining 2,500 shares will vest on 4/20/13. The vested shares subject to the option are exercisable upon and following consummation of the IPO.
(3) 25,000 shares subject to the option are currently vested (12,500 shares vested on 4/13 of each of 2011 and 2012); the remaining shares will vest as to 12,500 shares on 4/13 of each of 2013 and 2014. The vested shares subject to the option are exercisable upon and following consummation of the IPO.
 
Remarks:
EXHIBIT LIST:  EXHIBIT 24 - POWER OF ATTORNEY

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