SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Spofford Claire

(Last)

(First)

(Middle)

C/O J.JILL, INC

4 BATTERYMARCH PARK

(Street)

QUINCY

02169

(City)

(State)

(Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2024		M		5,855	A	⁽¹⁾	177,665	D
Common Stock	04/01/2024		F		2,831⁽²⁾	D	$31.97	174,834	D
Common Stock	04/01/2024		M		19,762	A	⁽³⁾	194,596	D
Common Stock	04/01/2024		F		9,555⁽²⁾	D	$31.97	185,041	D
Common Stock	04/01/2024		A		31,027⁽⁴⁾	A	$0	216,068	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	04/01/2024		M			5,855	⁽¹⁾	⁽¹⁾	Common Stock	5,855	$0	11,708	D
Restricted Stock Units	⁽⁵⁾	04/01/2024		M			19,762	⁽³⁾	⁽³⁾	Common Stock	19,762	$0	19,762	D
Performance Stock Units	⁽⁶⁾	04/01/2024		A		31,026		⁽⁶⁾	⁽⁶⁾	Common Stock	31,026	$0	31,026	D

Explanation of Responses:

1. 5,855 restricted stock units ("RSUs") held by Ms. Spofford 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 Ms. Spofford for the payment of taxes associated with the vesting of previously granted RSUs.

3. 19,762 RSUs held by Ms. Spofford 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 31,027 RSUs granted to Ms. Spofford 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 Ms. Spofford'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.

	/s/ Kathleen Stevens, Attorney-in-Fact	04/03/2024
	** Signature of Reporting Person	Date
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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