Sec Form 4 Filing - Webb Mark W. @ J.Jill, Inc. - 2024-04-01

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 Webb Mark W. 2. Issuer Name and Ticker or Trading Symbol J.Jill, Inc. [ JILL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CFO & COO (Last) (First) (Middle) C/O J.JILL, INC., 4 BATTERYMARCH PARK 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2024 (Street) QUINCY, MA02169 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/01/2024 M 3,077 A 71,799 D Common Stock 04/01/2024 F 1,365 ( 2 ) D $ 31.97 70,434 D Common Stock 04/01/2024 M 10,375 A 80,809 D Common Stock 04/01/2024 F 4,602 ( 2 ) D $ 31.97 76,207 D Common Stock 04/01/2024 A 29,211 ( 4 ) A $ 0 105,418 D

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 Restricted Stock Units ( 5 ) 04/01/2024 M 3,077 ( 1 ) ( 1 ) Common Stock 3,077 $ 0 6,147 D Restricted Stock Units ( 5 ) 04/01/2024 M 10,375 ( 3 ) ( 3 ) Common Stock 10,375 $ 0 10,375 D Performance Stock Units ( 6 ) 04/01/2024 A 29,210 ( 6 ) ( 6 ) Common Stock 29,210 $ 0 29,210 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Webb Mark W. C/O J.JILL, INC. 4 BATTERYMARCH PARK QUINCY, MA02169 EVP, CFO & COO Signatures /s/ Kathleen Stevens, Attorney-in-Fact 04/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )3,077 restricted stock units ("RSUs") held by Mr. Webb vested on April 1, 2024 and were settled in exchange for a like amount of shares of common stock, par value $0.01 per share ("Common Stock") of J.Jill, Inc. ( 2 )Shares reported were withheld from Mr. Webb for the payment of taxes associated with the vesting of previously granted RSUs. ( 3 )10,375 RSUs held by Mr. Webb vested on April 1, 2024, and were settled in exchange for a like amount of shares of Common Stock of J.Jill, Inc. ( 4 )Represents 29,211 RSUs granted to Mr. Webb on April 1, 2024 that will vest in equal installments on each April 1, 2025, April 1, 2026 and April 1, 2027 for an equal number of shares of Common Stock. ( 5 )Each RSU represents a contingent right to receive one share of Common Stock of J.Jill, Inc. ( 6 )This represents Mr. Webb's performance stock units that will be eligible for vesting based on achievement of absolute total shareholder return compound annual growth rate goals ("TSR PSUs") over a three-year performance period ending on January 30, 2027. Each TSR PSU represents the contingent right to receive, upon vesting, one share of Common Stock and the number of TSR PSUs reported represents the maximum possible number of shares of Common Stock that are eligible for vesting, which is 200% of the number of shares of Common Stock at target payout.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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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