SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Bilzin Jonathan (Last) (First) (Middle) 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/02/2024	3. Issuer Name and Ticker or Trading Symbol J.Jill, Inc. [ JILL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,321,444	I	See Footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to purchase)	10/03/2020	10/02/2025	Common Stock	3,311,315	(7)	I	See Footnotes(1)(2)(3)(4)(5)(6)

1. Name and Address of Reporting Person* Bilzin Jonathan (Last) (First) (Middle) 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Saddi Karim (Last) (First) (Middle) 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Initial Statement of Beneficial Ownership reflects the addition of Messrs. Jonathan Bilzin and Karim Saddi as reporting persons and the withdrawal of Mr. Ramez Sousou as a reporting person.

2. JJill Topco Holdings, LP ("Topco") directly holds 5,321,444 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") and 3,311,315 Warrants to purchase Common Stock ("Warrants"). 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"). (cont'd in FN 3)

3. (cont'd from FN 2) As a result of certain investment-related approval rights, Neal Moszkowski, Jonathan Bilzin and Karim Saddi may each be deemed to have investment control over the securities beneficially owned by TowerBrook Investors. Topco, TI IV, Investors IV, GP IV, TowerBrook Investors and Mr. Moszkowski have separately previously filed statements of beneficial ownership regarding the Common Stock and Warrants with the Commission.

4. 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.

5. 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.

6. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Exchange Act.

7. Each Warrant is exercisable for one share of Common Stock, subject to adjustment as provided in the warrant agreement.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization by virtue of TI IV's contractual right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 4 of this Form 3. Mr. Sousou has ceased to be a beneficial owner of the shares of Common Stock and Warrants and is no longer subject to Section 16 with respect to such securities.

	/s/ Jonathan Bilzin	06/03/2024
	/s/ Karim Saddi	06/03/2024
	** Signature of Reporting Person	Date
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