Amended Statement of Beneficial Ownership (sc 13d/a)
November 22 2016 - 4:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TILLYS,
INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
886885102
(CUSIP Number)
Michael L. Henry
Tillys, Inc.
10
Whatney
Irvine, California 92618
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 10, 2016
(Date of Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The
information required on 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 (the 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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CUSIP No. 886885102
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13D
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Page 1 of 8 Pages
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1.
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Name of
Reporting Person:
Hezy Shaked
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a)
¨
(b)
¨
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5,
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d)
or
2(e)
☐
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6.
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Citizenship or Place of
Organization:
United States, Israel
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
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7.
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Sole Voting Power:
14,141,552
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8.
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Shared Voting Power:
725,611
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9.
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Sole Dispositive Power:
9,518,405
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10.
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Shared Dispositive Power:
725,611
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
14,867,163
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
in Row (11):
52.0%
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14.
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Type of Reporting Person:
IN
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CUSIP No. 886885102
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13D
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Page 2 of 8 Pages
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1.
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Name of
Reporting Person:
Tilly Levine
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a)
¨
(b)
¨
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5,
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d)
or
2(e)
☐
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6.
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Citizenship or Place of
Organization:
United States, Israel
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
828,772
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9.
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Sole Dispositive Power:
4,623,147
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10.
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Shared Dispositive Power:
828,772
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
5,451,919
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
in Row (11):
19.1%
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14.
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Type of Reporting Person:
IN
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CUSIP No. 886885102
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13D
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Page 3 of 8 Pages
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1.
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Name of
Reporting Person:
Tilly Levine, Trustee HS Annuity Trust dated August 6, 2010
Trust for Netta Shaked-Schroer
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☐ (b) ☐
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5,
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d)
or
2(e)
☐
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6.
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Citizenship or Place of
Organization:
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
414,386
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9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
414,386
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
414,386
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
in Row (11):
1.5%
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14.
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Type of Reporting Person:
OO (Trust)
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CUSIP No. 886885102
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13D
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Page 4 of 8 Pages
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1.
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Name of
Reporting Person:
Tilly Levine, Trustee HS Annuity Trust dated August 6, 2010
Trust for Amy Shaked-Diaz
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☐ (b) ☐
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5,
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d)
or
2(e)
☐
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6.
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Citizenship or Place of
Organization:
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
414,386
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9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
414,386
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
414,386
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
in Row (11):
1.5%
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14.
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Type of Reporting Person:
OO (Trust)
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CUSIP No. 886885102
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13D
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Page 5 of 8 Pages
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1.
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Name of
Reporting Person:
Reid Investments, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a)
¨
(b)
¨
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5,
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d)
or
2(e)
☐
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6.
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Citizenship or Place of
Organization:
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
725,611
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9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
725,611
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
725,611
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
in Row (11):
2.5%
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14.
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Type of Reporting Person:
OO (Limited Liability Company)
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CUSIP No. 886885102
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13D
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Page 6 of 8 Pages
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Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements the Schedule 13D originally filed with the
United States Securities and Exchange Commission (the SEC) on February 24, 2016 (the Original Statement and, together with all amendments thereto, this Statement), relating to the Class A common stock,
par value $0.001 per share (the
Class A Common Stock
), of Tillys Inc., a Delaware corporation (the
Issuer
). Capitalized terms used herein without definition shall have the meaning set forth in the
Statement.
Item 4. Purpose of Transaction
The
paragraphs under the subheading
10b5-1 Plans
in Item 4 of the Statement are amended and restated in their entirety by inserting the following information:
10b5-1 Plans
Each of The Tilly
Levine Separate Property Trust Established March 31, 2004, of which Ms. Levine is the trustee and beneficiary (the
Tilly Levine Separate Property Trust
), Trust I, Trust II and the LLC entered into a separate stock
trading plan on April 1, 2016 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (each, a
10b5-1 Plan
), pursuant to which each of The Tilly Levine Separate
Property Trust, Trust I, Trust II or the LLC, respectively, may sell a certain number of shares of the Issuers Class A Common Stock (which would be converted at the time of sale, on a one-to-one basis, from Class B Common
Stock held by such Reporting Person) in specified amounts at market prices subject to specified limitations. Each of the
10b5-1 Plans
for The Tilly Levine Separate Property Trust, Trust I,
Trust II or the LLC expires on the earlier of (1) July 7, 2017, May 11, 2017, May 11, 2017 and May 15, 2017, respectively, or (2) the sale of all of the shares specified under the respective
10b5-1 Plan.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is amended and restated in its entirety by inserting the following information:
(a) and (b)
The following sets forth, as of the
date of this Amendment No. 1, the aggregate number and percentage of shares of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each
Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof, based upon 12,478,580 shares of Class A
Common Stock and 16,069,097 shares of Class B Common Stock outstanding as of August 31, 2016, as reported in the Issuers most recent Quarterly Report on
Form 10-Q
filed on
September 6, 2016. The information set forth below assumes the conversion of all shares of Class B Common Stock into Class A Common Stock on a one-for-one basis. Holders of Class B Common Stock are entitled to ten votes per share on
all matters to be voted on by the Issuers common stockholders.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class
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Sole power
to vote or to
direct the
vote
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Shared
power to
vote or to
direct
the vote
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Sole power
to dispose
or to direct
the
disposition
of
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Shared
power to
dispose or
to direct
the
disposition
of
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Hezy Shaked
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14,867,163(1)
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52.0%
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14,141,552
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725,611
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9,518,405
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725,611
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Tilly Levine
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5,451,919(2)
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19.1%
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0
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828,772
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4,623,147
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828,772
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Tilly Levine, Trustee HS Annuity Trust dated August 6, 2010 Trust for Netta
Shaked-Schroer
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414,386
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1.5%
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0
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414,386
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0
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414,386
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Tilly Levine, Trustee HS Annuity Trust dated August 6, 2010 Trust for Amy
Shaked-Diaz
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414,386
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1.5%
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0
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414,386
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0
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414,386
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Reid Investments, LLC
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725,611
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2.5%
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0
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725,611
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0
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725,611
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(1)
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Includes (a) 9,468,405 shares of Class B Common Stock held by The Hezy Shaked Living Trust, of which
Mr. Shaked is the trustee and beneficiary with sole voting and dispositive power, (b) 4,623,147 shares of Class B Common Stock held by The Tilly Levine Separate Property Trust, of which Ms. Levine is the trustee and beneficiary, over
which Mr.
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CUSIP No. 886885102
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13D
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Page 7 of 8 Pages
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Shaked has sole voting power pursuant to a voting trust agreement with Ms. Levine, (c) 725,611 shares of Class A Common Stock held by the LLC, for which Mr. Shaked serves as sole manager with sole
voting and investment control over the securities held thereby, and (d) 50,000 shares of Class A Common Stock underlying an option granted to Mr. Shaked, of which 25,000 shares vested and became exercisable on March 24, 2015 and
25,000 shares vested and became exercisable on March 24, 2016. See Item 6 of the Original Statement.
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(2)
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Includes (a) 4,623,147 shares of Class B Common Stock held by The Tilly Levine Separate Property Trust of which Ms. Levine is the sole trustee and beneficiary (the
Levine Shares
), and
(b) 414,386 shares of Class B Common Stock held by each of Trust I and Trust II, of which Ms. Levine is trustee (828,772 shares in total). Pursuant to a voting trust agreement with Mr. Shaked, Ms. Levine has granted
Mr. Shaked, as trustee under the agreement, the right to vote the Levine Shares. Ms. Levine retains dispositive power over and full economic interest in the Levine Shares. See Item 6 of the Original Statement.
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(c)
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From September 22, 2016 through November 16, 2016, the Reporting Persons disposed of an aggregate of 285,000 shares of Class A Common Stock of the Issuer in a series of transactions at prices ranging from
$8.85 to $10.68 per share in open market transactions on the New York Stock Exchange pursuant to the 10b5-1 Plans related to each respective Reporting Person. Details by date, listing the number of shares of Class A Common Stock disposed of and
the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each
separate price for each transaction.
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Reporting Person
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Date
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Shares
Disposed
Of
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Weighted
Average
Price per
Share
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The LLC
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September 22, 2016
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15,000
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$
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9.4391
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Tilly Levine
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September 26, 2016
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15,000
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$
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9.2914
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Tilly Levine
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September 27, 2016
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15,000
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$
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9.1002
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Trust I
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September 28, 2016
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10,000
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$
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9.1137
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Trust II
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September 28, 2016
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10,000
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$
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9.1204
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Tilly Levine
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October 12, 2016
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15,000
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$
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9.5065
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Tilly Levine
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October 13, 2016
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15,000
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$
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9.3254
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The LLC
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October 20, 2016
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15,000
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$
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9.5403
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Tilly Levine
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October 21, 2016
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15,000
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$
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9.4811
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Tilly Levine
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October 24, 2016
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15,000
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$
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9.6224
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Trust I
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October 25, 2016
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10,000
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$
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9.8671
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Trust II
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October 25, 2016
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10,000
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$
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9.8700
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Tilly Levine
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November 1, 2016
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15,000
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$
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8.9998
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Tilly Levine
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November 2, 2016
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15,000
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$
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9.1283
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Tilly Levine
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November 7, 2016
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15,000
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$
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9.5298
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Tilly Levine
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November 8, 2016
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15,000
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$
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9.2341
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Trust I
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November 10, 2016
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10,000
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$
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9.6039
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Trust II
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November 10, 2016
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10,000
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$
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9.6076
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Tilly Levine
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November 14, 2016
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15,000
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$
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10.2675
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Tilly Levine
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November 15, 2016
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15,000
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$
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10.2461
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The LLC
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November 16, 2016
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15,000
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$
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10.5473
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Except for the transactions disclosed in this Item 5(c), none of the Reporting Persons has effected any
transactions in the securities of the Issuer during the past sixty days.
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CUSIP No. 886885102
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13D
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Page 8 of 8 Pages
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Item 7. Material to be Filed as Exhibits.
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Exhibit
Number
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Description
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1
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Tilly Levine Voting Trust Agreement, dated June 30, 2011, by and between Hezy Shaked and Tilly Levine (incorporated by reference to Exhibit 1 of the Schedule 13D filed by the Reporting Persons with the Commission on
February 24, 2016).
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2
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First Amendment to the Tilly Levine Voting Trust Agreement, dated December 4, 2012, by and between Hezy Shaked and Tilly Levine (incorporated by reference to Exhibit 2 of the Schedule 13D filed by the Reporting Persons with the
Commission on February 24, 2016).
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3
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Form of 10b5-1 Plan (incorporated by reference to Exhibit 3 of the Schedule 13D filed by the Reporting Persons with the Commission on February 24, 2016).
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4
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Joint Filing Agreement.
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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.
Dated: November 22, 2016
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/s/ Hezy Shaked
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Hezy Shaked
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/s/ Tilly Levine
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Tilly Levine
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Tilly Levine, Trustee HS Annuity Trust dated August 6, 2010 Trust for Netta Shaked-Schroer
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/s/ Tilly Levine
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Tilly Levine
Trustee
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Tilly Levine, Trustee HS Annuity Trust dated August 6, 2010 Trust for Amy Shaked-Diaz
/s/ Tilly Levine
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Tilly Levine
Trustee
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Reid Investments, LLC
a Delaware limited liability company
/s/ Hezy Shaked
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Hezy Shaked
Manager
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