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

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1. Name and Address of Reporting Person^*

DREXLER MILLARD S

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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	1,827,363⁽¹⁾	D
Common Stock	508,194	I	See Note⁽²⁾

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)
Employee Stock Option (right to purchase)	⁽³⁾	02/12/2013	Common Stock	540,014	$3.52	D
Employee Stock Option (right to purchase)	⁽⁴⁾	03/26/2014	Common Stock	1,620,048	$7.75	D
Employee Stock Option (right to purchase)	⁽⁴⁾	03/26/2014	Common Stock	1,160,048	$12.91	D
Employee Stock Option (right to purchase)	⁽⁵⁾	12/01/2014	Common Stock	36,296	$3.52	D
Employee Stock Option (right to purchase)	⁽⁶⁾	08/08/2015	Common Stock	77,432	$7.75	D
Employee Stock Option (right to purchase)	⁽⁶⁾	08/08/2015	Common Stock	77,432	$12.91	D
5% Convertible Notes	⁽⁷⁾	02/04/2008	Common Stock	3,277,802	$3.52	I	See Note⁽⁷⁾

Explanation of Responses:

1. Includes 649,934 restricted shares of common stock granted under an equity incentive plan of the issuer.

2. Owned by a grantor retained annuity trust of which Mr. Drexler and his wife are trustees.

3. 50% of options will become exercisable on each of 1/27/2007 and 1/27/2008.

4. 50% of options became exercisable on 1/27/2006 and 25% of options will become exercisable on each of 1/27/2007 and 1/27/2008.

5. 33.3% of options will become exercisable on each of 12/1/2006, 12/1/2007 and 12/1/2008.

6. 50% of options will become exercisable on each of 8/8/2008 and 8/8/2009.

7. Mr. Drexler also holds a 97.5% 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 Mr. Drexler, 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. As of the date of this Form 3, Mr. Drexler's interest in the Convertible Notes is convertible into 3,277,802 shares of common stock of the issuer. Upon the conversion of the Convertible Notes, Mr. Drexler will receive 3,280,478 shares of common stock of the issuer.

Remarks:

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. (8) Arlene S. Hong is signing on behalf of Millard Drexler pursuant to an authorization and designation letter that is being filed with the Securities and Exchange Commission as an exhibit to this Form 3.

	/s/ Arlene S. Hong on behalf of Millard Drexler (8)	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).
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