Sousou Ramez Form 3 J.Jill / RAMEZ SOUSOU ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

TowerBrook Investors, Ltd.

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2017

3. Issuer Name and Ticker or Trading Symbol
J.Jill, Inc. [ JILL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43,747,944	I	See Footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

TowerBrook Investors, Ltd.

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JJill Topco Holdings, LP

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TI IV JJill Holdings, LP

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TI IV JJ GP, LLC

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TowerBrook Investors IV (Onshore), L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TowerBrook Investors GP IV, L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MOSZKOWSKI NEAL

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SOUSOU RAMEZ

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. JJill Topco Holdings, LP ("Topco") directly holds 43,747,944 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock"). 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 and Ramez Sousou are the directors and joint controlling shareholders of TowerBrook Investors.

2. 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.

3. 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.

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

Remarks:

	/s/ Neal Moszkowski as Director for TowerBrook Investors, Ltd.	03/08/2017
	/s/ Glenn Miller as Vice President for JJill Topco Holdings, LP	03/08/2017
	/s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP	03/08/2017
	/s/ Glenn Miller as Vice President for TI IV JJ GP, LLC	03/08/2017
	/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P.	03/08/2017
	/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P.	03/08/2017
	/s/ Neal Moszkowski	03/08/2017
	/s/ Ramez Sousou	03/08/2017
	** Signature of Reporting Person	Date
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