Amended Statement of Ownership (sc 13g/a)
17 Oktober 2022 - 10:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No.
03)*
Tillys, Inc
(Name of Issuer)
Class A Common Stock
(Title
of Class of Securities)
886885102
October 05, 2022
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the
Notes).
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| 1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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BML Investment Partners, L.P. |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) x |
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| 3 |
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SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Delaware |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
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SOLE VOTING POWER |
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1154844 |
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| 6 |
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SHARED VOTING POWER |
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0 |
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| 7 |
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SOLE DISPOSITIVE POWER |
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1154844 |
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SHARED DISPOSITIVE POWER |
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0 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
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1154844 |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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5.1% |
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| 12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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PN |
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FOOTNOTES |
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BML Investment Partners, L.P. is a Delaware limited
partnership whose sole general partner is BML Capital Management,
LLC. The managing member of BML Capital Management, LLC is Braden
M. Leonard. As a result, Braden M. Leonard is deemed to be the
indirect owner of the shares held directly by BML Investment
Partners, L.P. Despite such shared beneficial ownership, the
reporting persons disclaim that they constitute a statutory group
within the meaning of Rule 13d-5(b)(1) of the Exchange Act. |
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| 1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Braden M Leonard |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) x |
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| 3 |
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SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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United States |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
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SOLE VOTING POWER |
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80000 |
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| 6 |
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SHARED VOTING POWER |
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1154844 |
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| 7 |
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SOLE DISPOSITIVE POWER |
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80000 |
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| 8 |
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SHARED DISPOSITIVE POWER |
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1154844 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
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737500 |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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5.4% |
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| 12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IN |
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FOOTNOTES |
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BML Investment Partners, L.P. is a Delaware limited
partnership whose sole general partner is BML Capital Management,
LLC. The managing member of BML Capital Management, LLC is Braden
M. Leonard. As a result, Braden M. Leonard is deemed to be the
indirect owner of the shares held directly by BML Investment
Partners, L.P. Despite such shared beneficial ownership, the
reporting persons disclaim that they constitute a statutory group
within the meaning of Rule 13d-5(b)(1) of the Exchange Act. |
Item 1.
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(b)
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Address
of Issuer’s Principal Executive Offices
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10
Whatney
Irvine, CA 92618
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Item 2.
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(a)
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Name
of Person Filing
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BML
Investment Partners, L.P.
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(b)
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Address
of Principal Business Office or, if none, Residence
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65 E Cedar - Suite 2
Zionsville, IN 46077
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(d)
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Title
of Class of Securities
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
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(e)
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o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j)
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o
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
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(k)
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o
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A
group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned: 1,234,844
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(b)
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Percent
of class: 5.4%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote: 80,000
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(ii)
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Shared
power to vote or to direct the vote: 1,154,844
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(iii)
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Sole
power to dispose or to direct the disposition of:
80,000
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(iv)
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Shared
power to dispose or to direct the disposition of:
1,154,844
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Item 5.
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Ownership of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following o .
N/A
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding
Company
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Item 8.
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Identification and Classification of Members of the
Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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BML Capital Management, LLC
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Date:
October 17, 2022
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By:
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/s/
Braden M Leonard |
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Name: Braden
M Leonard |
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Title:
Managing Member |
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Date:
October 17, 2022
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By:
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/s/
Braden M Leonard |
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Name: Braden
M Leonard |
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Footnotes:
|
BML
Investment Partners, L.P. is a Delaware limited partnership whose
sole general partner is BML Capital Management, LLC. The managing
member of BML Capital Management, LLC is Braden M.Leonard. As a
result, Braden M.Leonard is deemed to be the indirect owner of the
shares held directly by BML Investment Partners, L.P. Despite such
shared beneficial ownership, the reporting persons disclaim that
they constitute a statutory group within the meaning of Rule
13d-5(b) (1) of the Exchange Act.
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Attention:
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Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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