J.Jill, Inc. — Director's Dealing 2019

Jul 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: J.Jill, Inc. (JILL)
CIK: 0001687932
Period of Report: 2019-06-28

Reporting Person: TowerBrook Investors, Ltd. (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
2019-06-28	Common Stock	P	56979	$1.9868	Acquired	26578122	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $1.96 to $2.00, inclusive. The reporting persons undertake to provide to J.Jill, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote to this Form 4.

F2: TI IV JJill Holdings, LP ("TI IV") directly holds the shares of common stock of the Issuer reported herein. 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: 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 4 pursuant to Rule 16a-3(j) under the Exchange Act.