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

Mar 9, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: J.Jill, Inc. (JILL)
CIK: 0001687932
Period of Report: 2017-03-08

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43747944	Indirect

Footnotes

F1: JJill Topco Holdings, LP ("Topco") directly holds 43,747,944 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock"). 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 and Ramez Sousou are the directors and joint controlling shareholders of TowerBrook Investors.

F2: 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.

F3: 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.

F4: The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.