J.Jill Inc.
J.Jill Inc.
21/08/2024 | Press release | Distributed by Public on 21/08/2024 20:06
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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TowerBrook Investors, Ltd. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 |
X | X |
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TI IV JJill Holdings, LP 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 |
X | X |
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TI IV JJ GP, LLC 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 |
X | X |
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TowerBrook Investors IV (Onshore), L.P. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 |
X | X |
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TowerBrook Investors GP IV, L.P. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 |
X | X |
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MOSZKOWSKI NEAL 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 |
X | X |
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Bilzin Jonathan 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 |
X | X |
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Saddi Karim 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 |
X | X |
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Signatures
| /s/ Neal Moszkowski as Director for TowerBrook Investors, Ltd. | 2024-08-21 |
| **Signature of Reporting Person | Date |
| /s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP | 2024-08-21 |
| **Signature of Reporting Person | Date |
| /s/ Glenn Miller as Vice President for TI IV JJ GP, LLC | 2024-08-21 |
| **Signature of Reporting Person | Date |
| /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P. | 2024-08-21 |
| **Signature of Reporting Person | Date |
| /s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P. | 2024-08-21 |
| **Signature of Reporting Person | Date |
| /s/ Neal Moszkowski | 2024-08-21 |
| **Signature of Reporting Person | Date |
| /s/ Jonathan Bilzin | 2024-08-21 |
| **Signature of Reporting Person | Date |
| /s/ Karim Saddi | 2024-08-21 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (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. |