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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * TI IV JJill Holdings, LP 2. Issuer Name and Ticker or Trading Symbol J.Jill, Inc. [ JILL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ 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 (MM/DD/YYYY)
10/3/2020
(Street)
NEW YORK, NY 10022
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Common Stock Warrants (right to buy)  $0.01  10/3/2020    A     16120473      10/3/2020  10/2/2025  Common stock  16120473   (1) 16120473  I  See Footnotes (2)(3)(4)(5)

Explanation of Responses:
(1)  Each warrant is exercisable for one share of J.Jill, Inc. common stock, par value $0.01 per share.
(2)  The warrants are held directly by TI IV JJill Holdings, LP. The general partner of TI IV JJill Holdings, LP 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.
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TI IV JJill Holdings, LP
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY 10022

X

TI IV JJ GP, LLC
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY 10022

X

TowerBrook Investors IV (Onshore), L.P.
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY 10022

X

TowerBrook Investors GP IV, L.P.
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY 10022

X

MOSZKOWSKI NEAL
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY 10022

X

SOUSOU RAMEZ
65 EAST 55TH STREET, 19TH FLOOR
PARK AVENUE TOWER
NEW YORK, NY 10022

X


Signatures
/s/ Glenn Miller as Vice President for TI IV JJill Holdings, LP 10/6/2020
**Signature of Reporting Person Date
/s/ Glenn Miller as Vice President for TI IV JJ GP, LLC 10/6/2020
**Signature of Reporting Person Date
/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors IV (Onshore), L.P. 10/6/2020
**Signature of Reporting Person Date
/s/ Glenn Miller as Attorney-in-Fact for TowerBrook Investors GP IV, L.P. 10/6/2020
**Signature of Reporting Person Date
/s/ Neal Moszkowski 10/6/2020
**Signature of Reporting Person Date
/s/ Ramez Sousou 10/6/2020
**Signature of Reporting Person Date
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