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Filing Details

Accession Number:: 0000950142-24-002253
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-08-21 16:05:32
Reporting Period:: 2024-08-20

Accepted Time:: 2024-08-21 16:05:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1687932	J.jill Inc.	JILL	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1041197	Neal Moszkowski	65 East 55Th Street, 19Th Floor Park Avenue Tower New York NY 10022	Yes	No	Yes	No
1473246	Jonathan Bilzin	65 East 55Th Street, 19Th Floor Park Avenue Tower New York NY 10022	Yes	No	Yes	No
1566658	Towerbrook Investors Iv (Onshore), L.p.	65 East 55Th Street, 19Th Floor Park Avenue Tower New York NY 10022	Yes	No	Yes	No
1599448	Towerbrook Investors, Ltd.	65 East 55Th Street, 19Th Floor Park Avenue Tower New York NY 10022	Yes	No	Yes	No
1699682	Ti Iv Jjill Holdings, Lp	65 East 55Th Street, 19Th Floor Park Avenue Tower New York NY 10022	Yes	No	Yes	No
1699718	Ti Iv Jj Gp, Llc	65 East 55Th Street, 19Th Floor Park Avenue Tower New York NY 10022	Yes	No	Yes	No
1699725	Towerbrook Investors Gp Iv, L.p.	65 East 55Th Street, 19Th Floor Park Avenue Tower New York NY 10022	Yes	No	Yes	No
2015512	Karim Saddi	65 East 55Th Street, 19Th Floor Park Avenue Tower New York NY 10022	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2024-08-20	3,318,443	$0.01	7,339,887	No	4	X	Indirect	See Footnotes
Common Stock	Disposition	2024-08-20	955	$34.75	7,338,932	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (Right to buy)	Disposition	2024-08-20	3,318,443	$0.00	3,318,443	$0.01

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2020-10-03	2025-10-02	No	4	X	Indirect

Footnotes

On August 20, 2024, the Reporting Persons exercised a warrant to purchase 3,318,443 shares of Issuer's common stock for $0.01 per share pursuant to Rule 16b-6(b). The Reporting Persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 955 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,317,488 shares.
Prior to the warrant exercise described in the above footnote, JJill Topco Holdings, LP ("Topco") directly held 4,021,444 shares of common stock, par value $0.01 per share, of the Issuer. Such holdings reflect a 5-for-1 reverse stock split that became effective November 9, 2020. The general partner of Topco is JJ Holdings GP, LLC, the sole member of which is TI IV JJill Holdings, LP ("TI IV"). The general partner of TI IV is TI IV JJ GP, LLC, the sole member of which is TowerBrook Investors IV (Onshore), L.P ("Investors IV"). The general partner of Investors IV is TowerBrook Investors GP IV, L.P. ("GP IV"). The general partner of GP IV is TowerBrook Investors, Ltd. ("TowerBrook Investors"). Neal Moszkowski, Jonathan Bilzin and Saddi Karim are the directors and joint controlling shareholders of TowerBrook Investors.
Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of such Reporting Person's pecuniary interest therein.
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.