F1Pursuant 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.
F2JJill 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.
F3Pursuant 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.
F4The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.