Statement of Changes in Beneficial Ownership (4)

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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	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)

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
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
Reporting Owner Name / Address	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