TLYS

SEC source: 0001209191-17-057351 · doc4.xml · nonDerivative · entry 8

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 2

Disclosed balance after: 0

F6 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the trust, of which the Reporting Person is trustee and an immediate family member is the beneficiary, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.25 to $12.48, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-057351 · doc4.xml · nonDerivative · entry 7

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 2

Disclosed balance after: 5,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · ownership.nature: Represents shares of Class A Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

SEC source: 0001209191-17-057351 · doc4.xml · nonDerivative · entry 6

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 1

Disclosed balance after: 0

F6 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the trust, of which the Reporting Person is trustee and an immediate family member is the beneficiary, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.25 to $12.48, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-057351 · doc4.xml · nonDerivative · entry 5

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 1

Disclosed balance after: 5,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · ownership.nature: Represents shares of Class A Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

SEC source: 0001209191-17-057351 · doc4.xml · derivative · entry 10

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,733,147

Underlying: Class A Common Stock · 10,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

SEC source: 0001209191-17-057351 · doc4.xml · nonDerivative · entry 4

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Tilly Levine Separate Property Trust, of which the Reporting Person is trustee and beneficiary, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.90 to $12.05, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-057351 · doc4.xml · nonDerivative · entry 3

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.

SEC source: 0001209191-17-057351 · doc4.xml · derivative · entry 9

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,743,147

Underlying: Class A Common Stock · 10,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

SEC source: 0001209191-17-057351 · doc4.xml · nonDerivative · entry 2

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Tilly Levine Separate Property Trust, of which the Reporting Person is trustee and beneficiary, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.70 to $11.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-057351 · doc4.xml · nonDerivative · entry 1

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.

SEC source: 0001209191-17-056919 · doc4.xml · derivative · entry 7

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,297,805

Underlying: Class A Common Stock · 15,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F6 · derivative.exercise_date: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F6 · derivative.expiration_date: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F1 · ownership.direct: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

SEC source: 0001209191-17-056919 · doc4.xml · nonDerivative · entry 4

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Hezy Shaked Living Trust, of which the Reporting Person is trustee and beneficiary, on September 30, 2016 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.33 to $11.80, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-056919 · doc4.xml · nonDerivative · entry 3

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

SEC source: 0001209191-17-056919 · doc4.xml · derivative · entry 6

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,312,805

Underlying: Class A Common Stock · 15,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F6 · derivative.exercise_date: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F6 · derivative.expiration_date: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F1 · ownership.direct: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

SEC source: 0001209191-17-056919 · doc4.xml · nonDerivative · entry 2

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Hezy Shaked Living Trust, of which the Reporting Person is trustee and beneficiary, on September 30, 2016 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.86 to $12.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-056919 · doc4.xml · nonDerivative · entry 1

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

SEC source: 0001209191-17-054583 · doc4.xml · derivative · entry 6

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,753,147

Underlying: Class A Common Stock · 10,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F5 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F5 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

SEC source: 0001209191-17-054583 · doc4.xml · nonDerivative · entry 4

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the trust, of which the Reporting Person is trustee and an immediate family member is the beneficiary, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.850 to $12.045, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-054583 · doc4.xml · nonDerivative · entry 3

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.

SEC source: 0001209191-17-054583 · doc4.xml · derivative · entry 5

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,763,147

Underlying: Class A Common Stock · 10,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F5 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F5 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

SEC source: 0001209191-17-054583 · doc4.xml · nonDerivative · entry 2

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the trust, of which the Reporting Person is trustee and an immediate family member is the beneficiary, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.90 to $12.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-054583 · doc4.xml · nonDerivative · entry 1

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.

SEC source: 0001209191-17-054182 · doc4.xml · derivative · entry 3

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,773,147

Underlying: Class A Common Stock · 67,751 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F3 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F3 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

SEC source: 0001209191-17-054182 · doc4.xml · nonDerivative · entry 2

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.40 to $11.64, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-054182 · doc4.xml · nonDerivative · entry 1

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,751

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.

SEC source: 0001209191-17-054180 · doc4.xml · derivative · entry 7

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,327,805

Underlying: Class A Common Stock · 15,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F6 · derivative.exercise_date: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F6 · derivative.expiration_date: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F1 · ownership.direct: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

SEC source: 0001209191-17-054180 · doc4.xml · nonDerivative · entry 4

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Hezy Shaked Living Trust, of which the Reporting Person is trustee and beneficiary, on September 30, 2016 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.45 to $11.65, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-054180 · doc4.xml · nonDerivative · entry 3

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

SEC source: 0001209191-17-054270 · doc4.xml · derivative · entry 3

Kubo Jon · CIK 0001477640 · Chief Digital Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 37,500

Underlying: Class A Common Stock · 12,500 shares

Expires 2026-08-29

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: The option vests in four equal annual installments on each of the next four anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date.

SEC source: 0001209191-17-054270 · doc4.xml · nonDerivative · entry 2

Kubo Jon · CIK 0001477640 · Chief Digital Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001209191-17-054270 · doc4.xml · nonDerivative · entry 1

Kubo Jon · CIK 0001477640 · Chief Digital Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-17-053887 · doc4.xml · derivative · entry 15

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,840,898

Underlying: Class A Common Stock · 84,370 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 10

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.40 to $11.79, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 9

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 84,370

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.

SEC source: 0001209191-17-054180 · doc4.xml · derivative · entry 6

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,342,805

Underlying: Class A Common Stock · 15,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F6 · derivative.exercise_date: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F6 · derivative.expiration_date: Class B Common Stock has no expiration date and is convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder or automatically upon the occurrence of certain events.

F1 · ownership.direct: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

SEC source: 0001209191-17-054180 · doc4.xml · nonDerivative · entry 2

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by The Hezy Shaked Living Trust, of which the Reporting Person is trustee and beneficiary, on September 30, 2016 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.350 to $11.785, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-054180 · doc4.xml · nonDerivative · entry 1

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Hezy Shaked Living Trust under which the Reporting Person is trustee and beneficiary. Pursuant to a voting trust agreement with Tilly Levine, the Reporting Person has the right to vote certain shares of Class A Common Stock and Class B Common Stock held by Tilly Levine (the "Levine Shares"). Tilly Levine has filed a Form 3 and subsequent Forms 4 with respect to the Levine Shares. The Reporting Person does not have any pecuniary interest in the Levine Shares and thus disclaims beneficial ownership of such shares.

SEC source: 0001209191-17-053887 · doc4.xml · derivative · entry 14

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 2

Disclosed balance after: 374,386

Underlying: Class A Common Stock · 5,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F9 · ownership.nature: Represents shares of Class B Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

SEC source: 0001209191-17-053887 · doc4.xml · derivative · entry 13

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 1

Disclosed balance after: 374,386

Underlying: Class A Common Stock · 5,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F9 · ownership.nature: Represents shares of Class B Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

SEC source: 0001209191-17-053887 · doc4.xml · derivative · entry 12

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,925,268

Underlying: Class A Common Stock · 51,097 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 8

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 2

Disclosed balance after: 0

F5 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the trust, of which the Reporting Person is trustee and an immediate family member is the beneficiary, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.42 to $11.57, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 7

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 2

Disclosed balance after: 5,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · ownership.nature: Represents shares of Class A Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 6

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 1

Disclosed balance after: 0

F5 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the trust, of which the Reporting Person is trustee and an immediate family member is the beneficiary, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.42 to $11.57, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 5

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 1

Disclosed balance after: 5,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · ownership.nature: Represents shares of Class A Common Stock held by trusts of which the Reporting Person is trustee and an immediate family member is the beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 4

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.45 to $11.58, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 3

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,097

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.

SEC source: 0001209191-17-053696 · doc4.xml · nonDerivative · entry 1

SHAKED HEZY · CIK 0001548777 · Director · Chief Strategy Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By LLC

Disclosed balance after: 630,611

F1 · kind: The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by a limited liability company (the "LLC"), of which the Reporting Person serves as the sole manager with sole voting and investment control over the securities held thereby, on June 8, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.48 to $11.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3 · ownership.nature: Represents shares held by the LLC of which the Reporting Person serves as the sole manager with sole voting and investment control over the securities held thereby. The Reporting Person disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein.

SEC source: 0001209191-17-053887 · doc4.xml · derivative · entry 11

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,976,365

Underlying: Class A Common Stock · 46,782 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.exercise_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

F8 · derivative.expiration_date: Class B Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 2

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.50 to $11.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001209191-17-053887 · doc4.xml · nonDerivative · entry 1

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,782

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The shares reported herein are held in The Tilly Levine Separate Property Trust under which the Reporting Person is trustee and beneficiary. The Reporting Person is a party to a voting trust agreement with Hezy Shaked, an officer and director of the Issuer, granting Mr. Shaked, as trustee under such agreement, the right to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person (collectively, the "Shares"). Mr. Shaked does not have any pecuniary interest in such Shares and thus disclaims beneficial ownership of such Shares.