Sec Form 4 Filing - TowerBrook Investors, Ltd. @ J.Jill, Inc. - 2019-06-28

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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, 19TH FLOOR, PARK AVENUE TOWER
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2019
(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 06/28/2019 P 56,979 A $ 1.9868 ( 1 ) 26,578,122 I See Footnotes ( 2 ) ( 3 ) ( 4 )
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, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY10022
X
TI IV JJill Holdings, LP
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY10022
X
TI IV JJ GP, LLC
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY10022
X
TowerBrook Investors IV (Onshore), L.P.
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY10022
X
TowerBrook Investors GP IV, L.P.
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY10022
X
MOSZKOWSKI NEAL
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY10022
X
SOUSOU RAMEZ
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY10022
X
Signatures
/s/ Neal Moszkowski as Director for TowerBrook Investors, Ltd. 07/02/2019
** Signature of Reporting Person Date
/s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP 07/02/2019
** Signature of Reporting Person Date
/s/ Glenn Miller as Vice President for TI IV JJ GP, LLC 07/02/2019
** Signature of Reporting Person Date
/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P. 07/02/2019
** Signature of Reporting Person Date
/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P. 07/02/2019
** Signature of Reporting Person Date
/s/ Neal Moszkowski 07/02/2019
** Signature of Reporting Person Date
/s/ Ramez Sousou 07/02/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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