0000899243-17-009730.txt : 20170406 0000899243-17-009730.hdr.sgml : 20170406 20170406203033 ACCESSION NUMBER: 0000899243-17-009730 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170404 FILED AS OF DATE: 20170406 DATE AS OF CHANGE: 20170406 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: J.Jill, Inc. CENTRAL INDEX KEY: 0001687932 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 451459825 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOUSOU RAMEZ CENTRAL INDEX KEY: 0001270155 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 17747403 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANGEMENT LLC STREET 2: 888 SEVENTH AVE 31ST FL. CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOSZKOWSKI NEAL CENTRAL INDEX KEY: 0001041197 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 17747404 MAIL ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TowerBrook Investors GP IV, L.P. CENTRAL INDEX KEY: 0001699725 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 17747405 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TI IV JJ GP, LLC CENTRAL INDEX KEY: 0001699718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 17747407 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TI IV JJill Holdings, LP CENTRAL INDEX KEY: 0001699682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 17747408 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JJill Topco Holdings, LP CENTRAL INDEX KEY: 0001699724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 17747409 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TowerBrook Investors, Ltd. CENTRAL INDEX KEY: 0001599448 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 17747410 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 27TH FLOOR STREET 2: PARK AVENUE TOWER CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 27TH FLOOR STREET 2: PARK AVENUE TOWER CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TowerBrook Investors IV (Onshore), L.P. CENTRAL INDEX KEY: 0001566658 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38026 FILM NUMBER: 17747406 BUSINESS ADDRESS: STREET 1: PARK AVENUE TOWER, 65 EAST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: PARK AVENUE TOWER, 65 EAST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-04-04 0 0001687932 J.Jill, Inc. JILL 0001599448 TowerBrook Investors, Ltd. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001699724 JJill Topco Holdings, LP 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001699682 TI IV JJill Holdings, LP 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001699718 TI IV JJ GP, LLC 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001566658 TowerBrook Investors IV (Onshore), L.P. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001699725 TowerBrook Investors GP IV, L.P. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001041197 MOSZKOWSKI NEAL 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001270155 SOUSOU RAMEZ 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 Common Stock 2017-04-04 4 S 0 865000 12.09 D 26055199 I See Footnotes Pursuant to an underwriting agreement, dated March 8, 2017, and in connection with the initial public offering of common stock, par value $0.01 per share ("Common Stock"), of J.Jill, Inc., the underwriters exercised their option to purchase additional shares of Common Stock at the initial public offering price. This amount represents the $13.00 initial public offering price per share of the Common Stock, less the underwriting discount of $0.91 per share of Common Stock. JJill Topco Holdings, LP ("Topco") directly holds 1,709,473 shares of Common Stock, JJ Holdings GP, LLC ("JJ Holdings GP") directly holds 1,531 shares of Common Stock and TI IV JJill Holdings, LP ("TI IV") directly holds 24,344,195 shares of Common Stock. The general partner of Topco is JJ Holdings GP, the sole member of which is 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"). Neal Moszkowski and Ramez Sousou are the directors and joint controlling shareholders of TowerBrook Investors. 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 4 pursuant to Rule 16a-3(j) under the Exchange Act. /s/ Neal Moszkowski as Director for TowerBrook Investors, Ltd. 2017-04-06 /s/ Glenn Miller as Vice President for JJill Topco Holdings, LP 2017-04-06 /s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP 2017-04-06 /s/ Glenn Miller as Vice President for TI IV JJ GP, LLC 2017-04-06 /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P. 2017-04-06 /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P. 2017-04-06 /s/ Neal Moszkowski 2017-04-06 /s/ Ramez Sousou 2017-04-06