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: BENNETT PAULA (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Common Stock	J	9811	—	Acquired	9811	Direct
2017-03-14	Common Stock	J	820347	—	Acquired	830158	Indirect
2017-03-14	Common Stock	J	1294549	—	Acquired	2124707	Indirect

Footnotes

F1: Reflects shares of common stock, par value $0.01 per share ("Common Stock"), of J.Jill, Inc. received by Ms. Bennett, as a limited partner of JJill Topco Holdings, LP ("Topco"), in a pro rata distribution of Common Stock by Topco to its partners.

F2: Reflects shares of Common Stock received by the Paula L. Bennett Grantor Retained Annuity Trust (the "GRAT"), as a limited partner of Topco, in a pro rata distribution of Common Stock by Topco to its partners.

F3: Reflects shares of Common Stock held by the GRAT. BNY Mellon Trust of Delaware is the trustee of the GRAT. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the inclusion of Common Stock held by the GRAT in this filing shall not be deemed an admission that Ms. Bennett is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such Common Stock.

F4: Reflects shares of Common Stock received by the Paula L. Bennett 2015 Family Trust (the "Family Trust"), as a limited partner of Topco, in a pro rata distribution of Common Stock by Topco to its partners. Of these shares of Common Stock, 884,600 shares are subject to vesting in equal monthly installments through May 8, 2020.

F5: Reflects shares of Common Stock held by the Family Trust. BNY Mellon Trust of Delaware is the trustee of the Family Trust. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the inclusion of Common Stock held by the Family Trust in this filing shall not be deemed an admission that Ms. Bennett is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such Common Stock.