X0303 4 2010-04-15 0001051251 J CREW GROUP INC JCG 0001216351 DREXLER MILLARD S C/O J. CREW GROUP, INC. 770 BROADWAY NEW YORK NY 10003 1 1 1 0 Chief Executive Officer Common Stock, par value $0.01 2010-04-15 4 F 0 15744 48.635 D 94256 D Common Stock, par value $0.01 2010-04-15 5 G 0 14256 D 80000 D Common Stock, par value $0.01 2010-04-15 5 G 0 14256 A 832605 I By Trust Common Stock, par value $0.01 345000 I By 2008 GRAT #2 Common Stock, par value $0.01 499440 I By 2008 GRAT #3 Common Stock, par value $0.01 874500 I By 2009 GRAT #1 Common Stock, par value $0.01 864000 I By 2009 GRAT #2 N/A-On April 15, 2010, these shares were transferred by Mr. Drexler to The Millard Drexler Family Revocable Trust (the "Trust"). Includes 80,000 restricted shares of Common Stock, granted under an equity incentive plan of the issuer, of which 25,000 shares will vest (subject to the issuer's satisfaction of certain performance criteria over a three-year period commencing on May 15, 2007) on each of May 15, 2011 and May 15, 2012; and up to 30,000 shares will vest on April 15, 2011. These shares are owned by the Trust for which Mr. Drexler and his wife are trustees. These shares are owned by The Millard S. Drexler 2008 Grantor Retained Annuity Trust #2 (the "2008 GRAT #2) for which Mr. Drexler and his wife are trustees. These shares are owned by The Millard S. Drexler 2008 Grantor Retained Annuity Trust #3 (the "2008 GRAT #3) for which Mr. Drexler and his wife are trustees. These shares are owned by The Millard S. Drexler 2009 Grantor Retained Annuity Trust #1 (the "2001 GRAT #1) for which Mr. Drexler and his wife are trustees. These shares are owned by The Millard S. Drexler 2009 Grantor Retained Annuity Trust #2 (the "2009 GRAT #2) for which Mr. Drexler and his wife are trustees. James Scully is filing on behalf of Millard S. Drexler pursuant to power of attorney previously filed with the Securities and Exchange Commission. /s/ James Scully pursuant to a power of attorney filed with the Commission 2010-04-19