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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
J.Jill, Inc. [ JILL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/20/2024 | X(1) | 3,318,443 | A | $0.01 | 7,339,887 | I | See Footnotes(2)(3)(4)(5) | ||
Common Stock | 08/20/2024 | S(1) | 955 | D | $34.75 | 7,338,932 | I | See Footnotes(2)(3)(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (Right to buy) | $0.01 | 08/20/2024 | X(1) | 3,318,443 | 10/03/2020 | 10/02/2025 | Common stock | 3,318,443 | $0 | 0 | I | See Footnotes(2)(3)(4)(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On August 20, 2024, the Reporting Persons exercised a warrant to purchase 3,318,443 shares of Issuer's common stock for $0.01 per share pursuant to Rule 16b-6(b). The Reporting Persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 955 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,317,488 shares. |
2. Prior to the warrant exercise described in the above footnote, JJill Topco Holdings, LP ("Topco") directly held 4,021,444 shares of common stock, par value $0.01 per share, of the Issuer. Such holdings reflect a 5-for-1 reverse stock split that became effective November 9, 2020. The general partner of Topco is JJ Holdings GP, LLC, the sole member of which is TI IV JJill Holdings, LP ("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, Jonathan Bilzin and Saddi Karim are the directors and joint controlling shareholders of TowerBrook Investors. |
3. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
4. 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. |
5. 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. | 08/21/2024 | |
/s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP | 08/21/2024 | |
/s/ Glenn Miller as Vice President for TI IV JJ GP, LLC | 08/21/2024 | |
/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P. | 08/21/2024 | |
/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P. | 08/21/2024 | |
/s/ Neal Moszkowski | 08/21/2024 | |
/s/ Jonathan Bilzin | 08/21/2024 | |
/s/ Karim Saddi | 08/21/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |