SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Grand Jean Steven D

(Last)

(First)

(Middle)

C/O J.CREW GROUP, INC.

770 BROADWAY

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2006

3. Issuer Name and Ticker or Trading Symbol
J CREW GROUP INC [ JCG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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 par value $.01	24,197	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to purchase)	⁽¹⁾	10/13/2013	Common Stock	4,840	$3.52	D
Stock Option (right to purchase)	⁽²⁾	12/01/2014	Common Stock	9,679	$3.52	D
Stock Option (right to purchase)	⁽³⁾	05/16/2015	Common Stock	38,716	$6.51	D
Right to receive Common Stock	⁽⁴⁾	02/04/2008	Common Stock	84,046	$3.52	I	See Note (4)

Explanation of Responses:

1. 25% of options were exercisable on each of 1/1/2004, 1/1/2005 and 1/1/2006 and 25% of options are exercisable on 1/1/2007.

2. 50% of options were exercisable on each of 12/1/2004 and 12/1/2005.

3. 50% of options were exercisable on 12/1/2005 and 50% of options are exercisable on 12/1/2006.

4. Grand-Jean Capital Management also holds a 2.5% membership interest in MDJC LLC ("MDJC") which in turn owns a 50% membership interest in TPG-MD Investment, LLC ("TPG-MD"). Pursuant to a credit agreement with the issuer, TPG-MD acquired debt of the issuer (the "Convertible Notes"), which Millard S. Drexler, the owner of a 97.5% membership interest in MDJC, acting through MDJC and TPG-MD, has agreed to convert into shares of common stock of the issuer at a conversion price of $3.52 per share immediately prior to the consummation of the issuer's initial public offering of common stock. Mr. Grand-Jean owns 100% of Grand-Jean Capital Management. As of the date of this Form 3, Mr. Grand-Jean's interest in the Convertible Notes is convertible into 84,046 shares of common stock of the issuer.

Remarks:

(5) Arlene S. Hong is signing on behalf of Steven Grand-Jean pursuant to an authorization and designation letter that is being filed with the Securities and Exchange Commission as an exhibit to this Form 3. Share and per share amounts reflect a 1.935798 for one stock split the issuer will effect prior to the consummation of the initial public offering of its common stock.

	/s/ Arlene S. Hong on behalf of Steven Grand-Jean (5)	06/27/2006
	** 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 5 (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.