Towerbrook Investors, Ltd. Form 4 Filed 2019-06-20

SECURITIES AND EXCHANGE COMMISSION

FORM 4 Statement of changes in beneficial ownership of securities

Filing Date: 2019-06-20 | Period of Report: 2019-06-18 SEC Accession No. 0000950142-19-001382

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REPORTING OWNER TowerBrook Investors, Ltd. Mailing Address Business Address 65 EAST 55TH STREET, 65 EAST 55TH STREET, CIK:1599448| State of Incorp.:E9 | Fiscal Year End: 1231 27TH FLOOR 27TH FLOOR Type: 4 | Act: 34 | File No.: 001-38026 | Film No.: 19908876 PARK AVENUE TOWER PARK AVENUE TOWER NEW YORK NY 10022 NEW YORK NY 10022 212-699-2200 TI IV JJill Holdings, LP Mailing Address Business Address 65 E. 55TH STREET 65 E. 55TH STREET CIK:1699682| State of Incorp.:DE | Fiscal Year End: 1231 27TH FLOOR 27TH FLOOR Type: 4 | Act: 34 | File No.: 001-38026 | Film No.: 19908877 NEW YORK NY 10022 NEW YORK NY 10022 212-699-2200 TI IV JJ GP, LLC Mailing Address Business Address 65 E. 55TH STREET 65 E. 55TH STREET CIK:1699718| State of Incorp.:DE | Fiscal Year End: 1231 27TH FLOOR 27TH FLOOR Type: 4 | Act: 34 | File No.: 001-38026 | Film No.: 19908878 NEW YORK NY 10022 NEW YORK NY 10022 212-699-2200 TowerBrook Investors IV (Onshore), L.P. Mailing Address Business Address PARK AVENUE TOWER, 65 PARK AVENUE TOWER, 65 CIK:1566658| State of Incorp.:E9 | Fiscal Year End: 1231 EAST 55TH STREET EAST 55TH STREET Type: 4 | Act: 34 | File No.: 001-38026 | Film No.: 19908879 NEW YORK NY 10022 NEW YORK NY 10022 212-699-2200 TowerBrook Investors GP IV, L.P. Mailing Address Business Address 65 E. 55TH STREET 65 E. 55TH STREET CIK:1699725| State of Incorp.:E9 | Fiscal Year End: 1231 27TH FLOOR 27TH FLOOR Type: 4 | Act: 34 | File No.: 001-38026 | Film No.: 19908880 NEW YORK NY 10022 NEW YORK NY 10022 212-699-2200 MOSZKOWSKI NEAL Mailing Address 430 PARK AVENUE CIK:1041197 6TH FLOOR Type: 4 | Act: 34 | File No.: 001-38026 | Film No.: 19908881 NEW YORK NY 10022

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SOUSOU RAMEZ Mailing Address C/O SOROS FUND CIK:1270155 MANGEMENT LLC Type: 4 | Act: 34 | File No.: 001-38026 | Film No.: 19908882 888 SEVENTH AVE 31ST FL. NEW YORK NY 10106 ISSUER J.Jill, Inc. Mailing Address Business Address 4 BATTERYMARCH PARK 4 BATTERYMARCH PARK CIK:1687932| IRS No.: 451459825 | State of Incorp.:DE | Fiscal Year End: 0201 QUINCY MA 02169 QUINCY MA 02169 SIC: 2330 Women's, misses', and juniors outerwear 617-376-4300

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FORM 4 UNITED STATES SECURITIES AND OMB APPROVAL EXCHANGE COMMISSION OMB Number: 3235-0287 ☐ Check this box if no longer Expires: 02/28/2011 subject to Section 16. Form 4 Washington, D.C. 20549 Estimated average burden or Form 5 obligations may hours per response 0.5 continue. See Instruction 1(b). 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

1. Name and Address of Reporting Person * 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer TowerBrook Investors, Ltd. J.Jill, Inc. [JILL] (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title _____ Other (specify (Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year) below) below) 06/18/2019 65 EAST 55TH STREET, 19TH FLOOR, PARK AVENUE TOWER

(Street) 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing (Check applicable line) ______Form Filed by One Reporting Person NEW YORK, NY 10022 __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. 2A. 3. 4. Securities Acquired (A) or 5. Amount of 6. 7. Nature of Transaction Deemed Transaction Disposed of (D) (Instr. 3, 4 and 5) Securities Ownership Indirect Beneficial Date (Month/ Execution Code (Instr. Beneficially Form: Ownership (Instr. Day/Year) Date, if 8) Owned Direct (D) 4) any Following or Indirect (Month/ (A) Reported (I) (Instr. Day/Year) or Transaction(s) 4) Code V Amount (D) Price (Instr. 3 and 4)

(1) See Footnotes Common Stock 06/18/2019 P 120,784 A $1.6506 26,062,113 I (2) (3) (4)

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

Reporting Owners

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Relationships Reporting Owner Name / Address Director 10% Owner Officer Other TowerBrook Investors, Ltd. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER X NEW YORK, NY 10022 TI IV JJill Holdings, LP 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER X NEW YORK, NY 10022 TI IV JJ GP, LLC 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER X NEW YORK, NY 10022 TowerBrook Investors IV (Onshore), L.P. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER X NEW YORK, NY 10022 TowerBrook Investors GP IV, L.P. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER X NEW YORK, NY 10022 MOSZKOWSKI NEAL 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER X NEW YORK, NY 10022 SOUSOU RAMEZ 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER X NEW YORK, NY 10022

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 $1.59 to $1.76, 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.

Signatures /s/ Neal Moszkowski as Director for TowerBrook Investors, Ltd. 06/20/2019 /s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP 06/20/2019 /s/ Glenn Miller as Vice President for TI IV JJ GP, LLC 06/20/2019 /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P. 06/20/2019 /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P. 06/20/2019 /s/ Neal Moszkowski 06/20/2019 /s/ Ramez Sousou 06/20/2019 ** Signature of Reporting Person Date

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.