LEVINE TILLY

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: 0001209191-17-054583 · 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: 0001209191-17-053887 · 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: 0001209191-17-053887 · 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: 0001209191-17-053887 · 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.

SEC source: 0001209191-17-052841 · doc4.xml · derivative · entry 6

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,023,147

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: 0001209191-17-052841 · 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 $11.48 to $11.93, 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: 0001209191-17-052841 · 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: 0001209191-17-052841 · doc4.xml · derivative · entry 5

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,033,147

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: 0001209191-17-052841 · 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 $11.35 to $11.72, 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: 0001209191-17-052841 · 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: 0001209191-17-050895 · doc4.xml · derivative · entry 6

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,043,147

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: 0001209191-17-050895 · 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 $10.41 to $10.69, 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: 0001209191-17-050895 · 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: 0001209191-17-050895 · doc4.xml · derivative · entry 5

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,053,147

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: 0001209191-17-050895 · 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 $10.41 to $10.57, 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: 0001209191-17-050895 · 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: 0001209191-17-049392 · doc4.xml · derivative · entry 6

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 2

Disclosed balance after: 379,386

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.

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.

F6 · 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: 0001209191-17-049392 · doc4.xml · derivative · entry 5

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 1

Disclosed balance after: 379,386

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.

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.

F6 · 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: 0001209191-17-049392 · doc4.xml · nonDerivative · entry 4

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 2

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 $8.80 to $9.11, 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: 0001209191-17-049392 · doc4.xml · nonDerivative · entry 3

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.

F1 · 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: 0001209191-17-049392 · doc4.xml · nonDerivative · entry 2

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Trust 1

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 $8.77 to $9.11, 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: 0001209191-17-049392 · doc4.xml · nonDerivative · entry 1

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.

F1 · 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: 0001209191-17-044564 · doc4.xml · derivative · entry 6

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,063,147

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: 0001209191-17-044564 · 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 April 1, 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 $9.78 to $10.00, 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: 0001209191-17-044564 · 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: 0001209191-17-044564 · doc4.xml · derivative · entry 5

LEVINE TILLY · CIK 0001548775 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,073,147

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.