Sec Form 4 Filing - MARTINEZ MARIA D. @ 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 MARTINEZ MARIA D. 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) See Remarks (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 A 4,358 ( 1 ) A $ 0 12,594 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 Performance Stock Units ( 2 ) 04/01/2024 A 4,358 ( 2 ) ( 2 ) Common Stock 4,358 $ 0 4,358 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARTINEZ MARIA D. C/O J.JILL, INC. 4 BATTERYMARCH PARK QUINCY, MA02169 See Remarks Signatures /s/ Kathleen Stevens, Attorney-in-Fact 04/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 4,358 restricted stock units granted to Ms. Martinez 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, par value $0.01 per share ("Common Stock") of J.Jill, Inc. ( 2 )This represents Ms. Martinez'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.

Remarks: SVP, Chief Human Resources Officer

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).

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