UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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TILLY’S, INC.
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(Name of Issuer)
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Class A Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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886885102
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(CUSIP Number)
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December 31, 2013
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
MIG Master Fund, L.P.
MIG Capital, LLC
Richard P. Merage
I.R.S. Identification Nos. of above persons (entities only)
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
MIG Master Fund, L.P. - Cayman Islands
MIG Capital, LLC - Delaware
Richard P. Merage - United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
MIG Master Fund, L.P. - 0 shares
MIG Capital, LLC - 0 shares
Richard P. Merage - 0 shares
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6 Shared Voting Power
MIG Master Fund, L.P. - 514,429 shares
MIG Capital, LLC - 514,429 shares
Richard P. Merage - 514,429 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
MIG Master Fund, L.P. - 0 shares
MIG Capital, LLC - 0 shares
Richard P. Merage - 0 shares
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8 Shared Dispositive Power
MIG Master Fund, L.P. - 514,429 shares
MIG Capital, LLC - 514,429 shares
Richard P. Merage - 514,429 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
MIG Master Fund, L.P. - 514,429 shares
MIG Capital, LLC - 514,429 shares
Richard P. Merage - 514,429 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
Not applicable.
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11
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Percent of Class Represented by Amount in Row (9)
MIG Master Fund, L.P. - 4.52%
MIG Capital, LLC - 4.52%
Richard P. Merage - 4.52%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
MIG Master Fund, L.P. - PN (Limited Partnership)
MIG Capital, LLC - OO (Limited Liability Company)
Richard P. Merage - IN (Individual)
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Item 1.
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(a)
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Name of Issuer
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Tilly’s, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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10 Whatney, Irvine, California 92618
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Item 2.
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(a)
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Name of Person Filing
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MIG Master Fund, L.P.
MIG Capital, LLC
Richard P. Merage
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(b)
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Address of Principal Business Office or, if none, Residence
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MIG Master Fund, L.P.
MIG Capital, LLC
Richard P. Merage
c/o MIG Capital, LLC
660 Newport Center Drive, Suite 1300
Newport Beach, CA 92660
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(c)
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Citizenship
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MIG Master Fund, L.P. - Cayman Islands
MIG Capital, LLC - Delaware
Richard P. Merage - United States
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(d)
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Title of Class of Securities
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Class A Common Stock, $0.001 par value per share (the “Common Shares”)
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(e)
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CUSIP Number
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886885102
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned
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MIG Master Fund, L.P. - 514,429 shares
MIG Capital, LLC - 514,429 shares
Richard P. Merage - 514,429 shares
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(b)
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Percent of Class
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MIG Master Fund, L.P. - 4.52%
MIG Capital, LLC - 4.52%
Richard P. Merage - 4.52%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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MIG Master Fund, L.P. - 0 shares
MIG Capital, LLC - 0 shares
Richard P. Merage - 0 shares
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(ii)
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shared power to vote or to direct the vote**
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MIG Master Fund, L.P. - 514,429 shares
MIG Capital, LLC - 514,429 shares
Richard P. Merage - 514,429 shares
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(iii)
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Sole power to dispose or to direct the disposition of**
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MIG Master Fund, L.P. - 0 shares
MIG Capital, LLC - 0 shares
Richard P. Merage - 0 shares
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(iv)
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shared power to dispose or to direct the disposition of**
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MIG Master Fund, L.P. - 514,429 shares
MIG Capital, LLC - 514,429 shares
Richard P. Merage - 514,429 shares
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on April 22, 2013.
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MIG MASTER FUND, L.P.
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By: MIG Capital Advisors, LLC,
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its General Partner
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By: /s/ Richard P. Merage
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Richard P. Merage
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A Manager
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MIG CAPITAL, LLC
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By: /s/ Richard P. Merage
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Richard P. Merage
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A Manager
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RICHARD P. MERAGE
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/s/ Richard P. Merage
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Richard P. Merage, Individually
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