Sec Form 4 Filing - TowerBrook Investors, Ltd. @ J.Jill, Inc. - 2017-03-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TowerBrook Investors, Ltd. 2. Issuer Name and Ticker or Trading Symbol J.Jill, Inc. [ JILL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 65 EAST 55TH STREET, 27TH FLOOR, PARK AVENUE TOWER 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2017 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/14/2017 S 11,666,667 D $ 12.09 ( 1 ) 32,081,277 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 03/14/2017 J( 6 ) 5,161,078 D 26,920,199 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TowerBrook Investors, Ltd. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X JJill Topco Holdings, LP 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X TI IV JJill Holdings, LP 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X TI IV JJ GP, LLC 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X TowerBrook Investors IV (Onshore), L.P. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X TowerBrook Investors GP IV, L.P. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X MOSZKOWSKI NEAL 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X SOUSOU RAMEZ 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X Signatures /s/ Neal Moszkowski as Director for TowerBrook Investors, Ltd. 03/16/2017 Signature of Reporting Person Date /s/ Glenn Miller as Vice President for JJill Topco Holdings, LP 03/16/2017 Signature of Reporting Person Date /s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP 03/16/2017 Signature of Reporting Person Date /s/ Glenn Miller as Vice President for TI IV JJ GP, LLC 03/16/2017 Signature of Reporting Person Date /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P. 03/16/2017 Signature of Reporting Person Date /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P. 03/16/2017 Signature of Reporting Person Date /s/ Neal Moszkowski 03/16/2017 Signature of Reporting Person Date /s/ Ramez Sousou 03/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. ( 6 )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.

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