0000950142-24-001545.txt : 20240603 0000950142-24-001545.hdr.sgml : 20240603 20240603173009 ACCESSION NUMBER: 0000950142-24-001545 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240602 FILED AS OF DATE: 20240603 DATE AS OF CHANGE: 20240603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bilzin Jonathan CENTRAL INDEX KEY: 0001473246 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 241015113 MAIL ADDRESS: STREET 1: C/O TOWERBROOK CAPITAL PARTNERS L.P. STREET 2: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Saddi Karim CENTRAL INDEX KEY: 0002015512 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 241015112 MAIL ADDRESS: STREET 1: C/O TOWERBROOK STREET 2: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: J.Jill, Inc. CENTRAL INDEX KEY: 0001687932 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 451459825 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 BUSINESS ADDRESS: STREET 1: 4 BATTERYMARCH PARK CITY: QUINCY STATE: MA ZIP: 02169 BUSINESS PHONE: 617-376-4300 MAIL ADDRESS: STREET 1: 4 BATTERYMARCH PARK CITY: QUINCY STATE: MA ZIP: 02169 FORMER COMPANY: FORMER CONFORMED NAME: Jill Intermediate LLC DATE OF NAME CHANGE: 20161019 3 1 es240456840_3-tb.xml OWNERSHIP DOCUMENT X0206 3 2024-06-02 0 0001687932 J.Jill, Inc. JILL 0001473246 Bilzin Jonathan 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 1 0 1 0 0002015512 Saddi Karim 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 1 0 1 0 Common Stock 5321444 I See Footnotes Common Stock Warrants (right to purchase) 2020-10-03 2025-10-02 Common Stock 3311315 I See Footnotes 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. 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) (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. 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. 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. 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. Each Warrant is exercisable for one share of Common Stock, subject to adjustment as provided in the warrant agreement. 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 2024-06-03 /s/ Karim Saddi 2024-06-03