Sec Form 4 Filing - TowerBrook Investors, Ltd. @ J.Jill, Inc. - 2024-08-20

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) X __ 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) 08/20/2024 (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 08/20/2024 X( 1 ) 3,318,443 A $ 0.01 7,339,887 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 08/20/2024 S( 1 ) 955 D $ 34.75 7,338,932 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 Warrant (Right to buy) $ 0.01 08/20/2024 X( 1 ) 3,318,443 10/03/2020 10/02/2025 Common stock 3,318,443 $ 0 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 X TI IV JJill Holdings, LP 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X X TI IV JJ GP, LLC 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X X TowerBrook Investors IV (Onshore), L.P. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X X TowerBrook Investors GP IV, L.P. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X X MOSZKOWSKI NEAL 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X X Bilzin Jonathan 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X X Saddi Karim 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X X Signatures /s/ Neal Moszkowski as Director for TowerBrook Investors, Ltd. 08/21/2024 Signature of Reporting Person Date /s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP 08/21/2024 Signature of Reporting Person Date /s/ Glenn Miller as Vice President for TI IV JJ GP, LLC 08/21/2024 Signature of Reporting Person Date /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P. 08/21/2024 Signature of Reporting Person Date /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P. 08/21/2024 Signature of Reporting Person Date /s/ Neal Moszkowski 08/21/2024 Signature of Reporting Person Date /s/ Jonathan Bilzin 08/21/2024 Signature of Reporting Person Date /s/ Karim Saddi 08/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 20, 2024, the Reporting Persons exercised a warrant to purchase 3,318,443 shares of Issuer's common stock for $0.01 per share pursuant to Rule 16b-6(b). The Reporting Persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 955 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,317,488 shares. ( 2 )Prior to the warrant exercise described in the above footnote, JJill Topco Holdings, LP ("Topco") directly held 4,021,444 shares of common stock, par value $0.01 per share, of the Issuer. Such holdings reflect a 5-for-1 reverse stock split that became effective November 9, 2020. The general partner of Topco is JJ Holdings GP, LLC, the sole member of which is TI IV JJill Holdings, LP ("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, Jonathan Bilzin and Saddi Karim are the directors and joint controlling shareholders of TowerBrook Investors. ( 3 )Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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