SEC Form 4 · accession 0000899243-17-007832
J.Jill, Inc. · JILL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Neal Moszkowski
10% Owner
Ramez Sousou
10% Owner
TowerBrook Investors, Ltd.
10% Owner
TI IV JJill Holdings, LP
10% Owner
TI IV JJ GP, LLC
10% Owner
JJill Topco Holdings, LP
10% Owner
TowerBrook Investors GP IV, L.P.
10% Owner
Period of report
Mar 14, 2017
Accepted (ET)
Mar 16, 2017 · 6:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001687932
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Mar 14, 2017 | S | 11,666,667 | $12.09 | D | 32,081,277 | I | See Footnotes |
| Common StockF6,F2,F3,F4,F5 | Mar 14, 2017 | J | 5,161,078 | — | D | 26,920,199 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amount represents the $13.00 initial public offering price per share of common stock, par value $0.01 per share ("Common Stock"), of J.Jill, Inc., less the underwriting discount of $0.91 per share of Common Stock.
- F2JJill Topco Holdings, LP ("Topco") directly holds 2,574,473 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.
- F3The amounts shown in Column 7 of Table I reflect (in addition to the transactions described herein) changes in form of beneficial ownership that have occurred since the Reporting Persons' prior report.
- F4Pursuant 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.
- F5The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
- F6Represents a pro rata distribution of shares of Common Stock by Topco to its partners, over which the Reporting Persons no longer have any beneficial ownership or pecuniary interests therein.