Amended Statement of Beneficial Ownership (sc 13d/a)
May 25 2017 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
April 12, 2017
(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.
*
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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.
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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 9 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:
13,586,552
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8.
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Shared Voting Power:
650,611
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9.
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Sole Dispositive Power:
9,463,405
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10.
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Shared Dispositive Power:
650,611
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
14,237,163
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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):
49.4%
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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 9 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:
768,772
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9.
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Sole Dispositive Power:
4,123,147
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10.
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Shared Dispositive Power:
768,772
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,891,919
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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):
17.0%
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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 3 of 9 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:
384,386
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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:
384,386
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
384,386
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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):
1.3%
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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 9 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:
384,386
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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:
384,386
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
384,386
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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):
1.3%
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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 9 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:
650,611
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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:
650,611
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
650,611
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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):
2.3%
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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 9 Pages
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Explanatory Note
This Amendment
No. 3 to Schedule 13D (this
Amendment No. 3
) 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
Item 4 of the
Statement is hereby amended by replacing the information contained under the subheading Voting Trust Agreement in its entirety with the following:
Voting Trust Agreement
Pursuant to a voting trust
agreement, dated June 30, 2011, by and between Mr. Shaked and Ms. Levine (individually and as trustee for The Tilly Levine Separate Property Trust), as amended December 4, 2012 and May 25, 2017 (as amended, the
Voting Trust Agreement
), Ms. Levine has granted Mr. Shaked, as trustee under the agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by The Tilly Levine Separate Property
Trust.
The descriptions contained in this Statement of the 10b5-1 Plans and the Voting Trust Agreement are summaries only and are qualified in their
entireties by the actual terms of each such agreement (and exhibits thereto) or form of agreement, as applicable, which are filed as exhibits to this Statement and are incorporated herein by this reference. See Item 7 Material to be Filed
as Exhibits.
Except as stated above, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule.
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. 3, 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 13,554,080 shares of Class A Common Stock and
15,209,097 shares of Class B Common Stock outstanding as of March 10, 2017, as reported in the Issuers most recent Annual Report on Form 10-K filed on March 20, 2017. 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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14,237,163
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(1)
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49.4
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%
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13,586,552
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650,611
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9,463,405
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650,611
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Tilly Levine
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4,891,919
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(2)
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17.0
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%
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0
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768,772
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4,123,147
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768,772
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Tilly Levine, Trustee HS Annuity Trust dated
August 6, 2010 Trust for Netta
Shaked-Schroer
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384,386
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1.3
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%
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0
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384,386
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0
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384,386
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Tilly Levine, Trustee HS Annuity Trust dated
August 6, 2010 Trust for Amy
Shaked-Diaz
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384,386
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1.3
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%
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0
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384,386
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0
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384,386
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Reid Investments, LLC
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650,611
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2.3
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%
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0
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650,611
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0
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650,611
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CUSIP No. 886885102
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13D
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Page 7 of 9 Pages
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(1)
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Includes (a) 9,388,405 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) 4,123,147 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. Shaked has sole voting power pursuant to a voting trust agreement with Ms. Levine,
(c) 650,611 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) 75,000 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, 25,000 shares vested and became exercisable on March 24, 2016 and 25,000 shares vested and became exercisable on
March 24, 2017. See Item 6 of the Original Statement.
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(2)
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Includes (a) 4,123,147 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) 384,386 shares of Class B Common Stock held by each of Trust I and Trust II, of which Ms. Levine is trustee (768,772 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 January 11, 2017, the date that the Amendment No. 2 to this Statement (
Amendment No. 2
) was filed with the Commission, through May 22, 2017, the Reporting Persons disposed of
an aggregate of 350,000 shares of Class A Common Stock of the Issuer in a series of transactions at prices ranging from $8.20 to $13.49 per share in open market transactions on the New York Stock Exchange pursuant to the 10b5-1 Plans related to
each respective Reporting Person, listing the number of shares of Class A Common Stock disposed of and the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC,
the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.
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Reporting Person
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Date
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Shares
Disposed
Of
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Weighted
Average
Price per
Share
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Trust I
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January 17, 2017
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5,000
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$
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13.0448
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Trust II
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January 17, 2017
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5,000
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$
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13.0403
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Tilly Levine
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January 19, 2017
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10,000
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$
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12.3803
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Tilly Levine
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January 20, 2017
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10,000
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$
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12.1991
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The LLC
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January 23, 2017
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15,000
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$
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12.0869
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Hezy Shaked
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January 26, 2017
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10,000
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$
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12.0435
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Hezy Shaked
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January 27, 2017
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10,000
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$
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11.9471
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Tilly Levine
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January 30, 2017
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10,000
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$
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11.9112
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Tilly Levine
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January 31, 2017
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10,000
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$
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13.0931
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Hezy Shaked
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February 8, 2017
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10,000
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$
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12.3559
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Hezy Shaked
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February 9, 2017
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10,000
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$
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12.7118
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Trust I
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February 15, 2017
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5,000
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$
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11.8876
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Trust II
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February 15, 2017
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5,000
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$
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11.8869
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Tilly Levine
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February 17, 2017
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10,000
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$
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10.9713
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Tilly Levine
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February 21, 2017
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10,000
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$
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10.9506
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The LLC
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February 23, 2017
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15,000
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$
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10.7587
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Tilly Levine
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February 27, 2017
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10,000
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$
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10.9482
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Tilly Levine
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February 28, 2017
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10,000
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$
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11.0074
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Hezy Shaked
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March 6, 2017
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10,000
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$
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10.9589
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Hezy Shaked
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March 7, 2017
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10,000
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$
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10.8717
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Tilly Levine
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March 27, 2017
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10,000
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$
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8.6475
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Tilly Levine
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March 28, 2017
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10,000
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$
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8.7409
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Trust I
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March 30, 2017
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5,000
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$
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9.2374
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Trust II
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March 30, 2017
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5,000
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$
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9.2345
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CUSIP No. 886885102
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13D
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Page 8 of 9 Pages
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The LLC
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March 31, 2017
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10,000
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$
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9.0734
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Tilly Levine
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April 3, 2017
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10,000
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$
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8.9740
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Tilly Levine
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April 4, 2017
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10,000
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$
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8.6246
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Trust I
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April 10, 2017
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5,000
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$
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8.5559
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Trust II
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April 10, 2017
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5,000
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$
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8.5551
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Tilly Levine
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April 12, 2017
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10,000
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$
|
8.7377
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Tilly Levine
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April 13, 2017
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10,000
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$
|
8.5964
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The LLC
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April 18, 2017
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10,000
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$
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8.4260
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Tilly Levine
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May 1, 2017
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10,000
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$
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9.4054
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Tilly Levine
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May 2, 2017
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10,000
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$
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9.3252
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Tilly Levine
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May 8, 2017
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10,000
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$
|
9.7969
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Tilly Levine
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May 9, 2017
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10,000
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$
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9.9627
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Trust I
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May 10, 2017
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5,000
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$
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10.1296
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Trust II
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May 10, 2017
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5,000
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$
|
10.1259
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The LLC
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May 15, 2017
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10,000
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$
|
9.8705
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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 since the filing date of Amendment No. 2.
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CUSIP No. 886885102
|
|
13D
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|
Page 9 of 9 Pages
|
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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Second Amendment to the Tilly Levine Voting Trust Agreement, dated May 25, 2017, by and between Hezy Shaked and Tilly Levine.
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4
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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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5
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Joint Filing Agreement (incorporated by reference to Exhibit 4 of Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the Commission on November 22, 2016).
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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: May 25, 2017
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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
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/s/ Tilly Levine
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Tilly Levine
Trustee
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Reid Investments, LLC
a Delaware limited
liability company
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/s/ Hezy Shaked
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Hezy Shaked
Manager
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