Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TowerBrook Investors, Ltd.

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

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

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

(Last)

(First)

(Middle)

65 EAST 55TH STREET, 19TH FLOOR, PARK AVENUE TOWER

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2024

(Street)

NEW YORK, NY 10022

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(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

See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TowerBrook Investors, Ltd. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY 10022	X	X
TI IV JJill Holdings, LP 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY 10022	X	X
TI IV JJ GP, LLC 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY 10022	X	X
TowerBrook Investors IV (Onshore), L.P. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY 10022	X	X
TowerBrook Investors GP IV, L.P. 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY 10022	X	X
MOSZKOWSKI NEAL 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY 10022	X	X
Bilzin Jonathan 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY 10022	X	X
Saddi Karim 65 EAST 55TH STREET, 19TH FLOOR PARK AVENUE TOWER NEW YORK, NY 10022	X	X

Signatures

/s/ Neal Moszkowski as Director for TowerBrook Investors, Ltd.		08/21/2024
^**Signature of Reporting Person		Date
/s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP		08/21/2024
^**Signature of Reporting Person		Date
/s/ Glenn Miller as Vice President for TI IV JJ GP, LLC		08/21/2024
^**Signature of Reporting Person		Date
/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P.		08/21/2024
^**Signature of Reporting Person		Date
/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P.		08/21/2024
^**Signature of Reporting Person		Date
/s/ Neal Moszkowski		08/21/2024
^**Signature of Reporting Person		Date
/s/ Jonathan Bilzin		08/21/2024
^**Signature of Reporting Person		Date
/s/ Karim Saddi		08/21/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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