J.Jill, Inc. — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: J.Jill, Inc. (JILL)
CIK: 0001687932
Period of Report: 2017-03-14

Reporting Person: TowerBrook Investors, Ltd. (10% Owner)
Reporting Person: JJill Topco Holdings, LP (10% Owner)
Reporting Person: TI IV JJill Holdings, LP (10% Owner)
Reporting Person: TI IV JJ GP, LLC (10% Owner)
Reporting Person: TowerBrook Investors IV (Onshore), L.P. (10% Owner)
Reporting Person: TowerBrook Investors GP IV, L.P. (10% Owner)
Reporting Person: MOSZKOWSKI NEAL (10% Owner)
Reporting Person: SOUSOU RAMEZ (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Common Stock	S	11666667	$12.09	Disposed	32081277	Indirect
2017-03-14	Common Stock	J	5161078	—	Disposed	26920199	Indirect

Footnotes

F1: This amount represents the $13.00 initial public offering price per share of common stock, par value $0.01 per share ("Common Stock"), of J.Jill, Inc., less the underwriting discount of $0.91 per share of Common Stock.

F2: JJill Topco Holdings, LP ("Topco") directly holds 2,574,473 shares of Common Stock, JJ Holdings GP, LLC ("JJ Holdings GP") directly holds 1,531 shares of Common Stock and TI IV JJill Holdings, LP ("TI IV") directly holds 24,344,195 shares of Common Stock. The general partner of Topco is JJ Holdings GP, the sole member of which is 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 and Ramez Sousou are the directors and joint controlling shareholders of TowerBrook Investors.

F3: The amounts shown in Column 7 of Table I reflect (in addition to the transactions described herein) changes in form of beneficial ownership that have occurred since the Reporting Persons' prior report.

F4: 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.

F5: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

F6: Represents a pro rata distribution of shares of Common Stock by Topco to its partners, over which the Reporting Persons no longer have any beneficial ownership or pecuniary interests therein.