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 *
  LEVINE TILLY
 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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVINE, CA 92618		 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 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
CLASS B COMMON STOCK   (1)   (1) CLASS A COMMON STOCK 6,000,000 $ (1) D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEVINE TILLY
C/O TILLY'S, INC.
10 WHATNEY
IRVINE, CA 92618		     X    
SHAKED HEZY
C/O TILLY'S, INC.
10 WHATNEY
IRVINE, CA 92618		   X   X   CHIEF STRATEGY OFFICER  

Signatures

/s/ PATRICK GROSSO, ATTORNEY-IN-FACT FOR TILLY LEVINE 05/03/2012
**Signature of Reporting Person Date
/s/ PATRICK GROSSO, ATTORNEY-IN-FACT FOR HEZY SHAKED 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) Reflects ownership of Class B Common Stock held by the Reporting Person on the effective date of the Issuer's Registration Statement on Form S-1 (Registration No. 333-175299). 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.
(2) The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person has entered into a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares for purposes of Section 16 or for any other purpose.
 
Remarks:
EXHIBIT LIST:
EXHIBIT 24.1 - POWER OF ATTORNEY OF TILLY LEVINE
EXHIBIT 24.2 - POWER OF ATTORNEY OF HEZY SHAKED

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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