Statement of Changes in Beneficial Ownership (4)
24 Mai 2023 - 11:07PM
Edgar (US Regulatory)
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FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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| 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)
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(Last)
(First)
(Middle)
100 CARR 115, UNIT 1900 |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/22/2023
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(Street)
RINCON, PR 00677 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐ 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. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
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Class A Common Stock |
5/22/2023 |
|
P |
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30162 |
A |
$7.2793 |
3488652 |
I |
See Footnotes (1)(2) |
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Class A Common Stock |
5/24/2023 |
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P |
|
10000 |
A |
$7.6435 |
3498652 |
I |
See Footnotes (1)(2) |
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Class A Common Stock |
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|
|
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1559510 |
I |
See Footnotes (1)(3) |
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Class A Common Stock |
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|
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633466 |
I |
See Footnotes (1)(4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
| Explanation of
Responses: |
| (1) |
Shares reported herein are
held for the benefit of Pleasant Lake Onshore Feeder 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. |
| (2) |
Shares held for the account
of the PL Fund. |
| (3) |
Shares held for the account
of an unaffiliated private fund for which PLP serves as investment
adviser ("Client 2"). |
| (4) |
Shares held for the account
of an unaffiliated private fund for which PLP serves as investment
adviser ("Client 3"). |
Remarks:
Although the Reporting Persons effected sales of the Issuer's Class
A Common Stock within the six-month period prior to the date of the
purchase reported herein, such sales were previously matched with
prior purchases effected by the Reporting Persons at lower prices,
with respect to which disgorgeable profit was paid by the Reporting
Persons to the Issuer in accordance with under Section 16(b) of the
Securities Exchange Act of 1934. The purchases reported herein do
not give rise to any additional disgorgeable profits. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
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|
Director |
10% Owner |
Officer |
Other |
Fund 1 Investments, LLC
100 CARR 115
UNIT 1900
RINCON, PR 00677 |
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X |
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Pleasant Lake Onshore Feeder Fund LP
100 CARR 115 UNIT 1900
RINCON, PR 00677 |
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X |
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Pleasant Lake Partners LLC
100 CARR 115 UNIT 1900
RINCON, PR 00677 |
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X |
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Signatures
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/s/ Fund 1 Investments, LLC, by: Benjamin C.
Cable, Chief Operating Officer |
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5/24/2023 |
| **Signature of Reporting
Person |
Date |
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/s/ Pleasant Lake Onshore Feeder 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 |
|
5/24/2023 |
| **Signature of Reporting
Person |
Date |
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/s/ Pleasant Lake Partners LLC, by Fund 1
Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief
Operating Officer |
|
5/24/2023 |
| **Signature of Reporting
Person |
Date |
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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, 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). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
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 control number. |
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