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^*

COOKE GORDON R

(Last)

(First)

(Middle)

THE J. JILL GROUP, INC.

4 BATTERYMARCH PARK

(Street)

QUINCY

02169

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
J JILL GROUP 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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2006

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	05/03/2006		D⁽¹⁾		204,249	D	$24.05	0	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)
Incentive Stock Option (Right to buy)	$7.625	05/03/2006		D⁽²⁾			1,251	10/23/2000⁽³⁾	05/03/2006	Common Stock	1,251	$16.425	0	D
Non-Statutory Stock Option (Right to buy)	$7.625	05/03/2006		D⁽²⁾			63,583	10/23/2000⁽³⁾	05/03/2006	Common Stock	63,583	$16.425	0	D
Incentive Stock Option (Right to buy)	$7.15	05/03/2006		D⁽²⁾			27,000	09/25/2001⁽³⁾	05/03/2006	Common Stock	27,000	$16.9	0	D
Non-Statutory Stock Option (Right to buy)	$7.15	05/03/2006		D⁽²⁾			168,000	09/25/2001⁽³⁾	05/03/2006	Common Stock	168,000	$16.9	0	D
Non-Statutory Stock Option (Right to buy)	$14.133	05/03/2006		D⁽²⁾			375,000	01/02/2002⁽³⁾	05/03/2006	Common Stock	375,000	$9.917	0	D
Non-Statutory Stock Option (Right to buy)	$24.01	05/03/2006		D⁽²⁾			450,000	07/08/2002⁽³⁾	05/03/2006	Common Stock	450,000	$0.04	0	D
Incentive Stock Option (Right to buy)	$16.68	05/03/2006		D⁽²⁾			17,000	06/06/2003⁽³⁾	05/03/2006	Common Stock	17,000	$7.37	0	D
Non-Statutory Stock Option (Right to buy)	$16.68	05/03/2006		D⁽²⁾			33,000	06/06/2003⁽³⁾	05/03/2006	Common Stock	33,000	$7.37	0	D
Non-Statutory Stock Option (Right to buy)	$15.51	05/03/2006		D⁽²⁾			50,000	02/25/2004⁽³⁾	05/03/2006	Common Stock	50,000	$8.54	0	D
Non-Statutory Stock Option (Right to buy)	$16.99	05/03/2006		D⁽²⁾			50,000	12/10/2004⁽³⁾	05/03/2006	Common Stock	50,000	$7.06	0	D
Non-Statutory Stock Option (Right to buy)	$14.73	05/03/2006		D⁽²⁾			50,000	06/20/2005⁽³⁾	05/03/2006	Common Stock	50,000	$9.32	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger with The Talbots, Inc.

2. Options outstanding under the Company's stock plans, whether or not exercisable or vested, were canceled as of the effective time of the merger with The Talbots, Inc. (May 3, 2006) and holders of options are to receive a cash payment (less required tax withholdings) equal to the excess, if any, of $24.05 over the exercise price of each such option, multiplied by the number of shares of Company Common Stock covered by each such option. The amount shown in column 8 does not reflect any tax withholdings.

3. Date indicated is date of grant. See Note (2) above.

	/s/ Olga L. Conley, Signed as Attorney-in-Fact under "Power of Attorney and Confirming Statement" on file with the Commission.	05/05/2006
	** 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 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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