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 *

BENNETT PAULA
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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O J.JILL, INC., 4 BATTERYMARCH PARK
3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2017
(Street)

QUINCY, MA 02169
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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
Common Stock   12/14/2017     P    25000   A $7.2779   (1) 468746   (2) D    
Common Stock                  435000   (2) I   See Footnote   (3)
Common Stock                  1376138   I   See Footnote   (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $7.25 to $7.32, inclusive. The reporting person undertakes to provide to J.Jill, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote to this Form 4.
(2)  The amounts shown in column 5 reflect certain changes in the form of the Reporting Person's beneficial ownership of the Issuer's common stock, par value $0.01 per share ("Common Stock"), since the Reporting Person's last report that were not otherwise reportable.
(3)  The shares of Common Stock are held by the Paula L. Bennett Grantor Retained Annuity Trust (the "GRAT"). BNY Mellon Trust of Delaware is the trustee of the GRAT. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the inclusion of Common Stock held by the GRAT in this filing shall not be deemed an admission that Ms. Bennett is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such Common Stock.
(4)  The shares of Common Stock are held by the Paula L. Bennett 2015 Family Trust (the "Family Trust"). BNY Mellon Trust of Delaware is the trustee of the Family Trust. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the inclusion of Common Stock held by the Family Trust in this filing shall not be deemed an admission that Ms. Bennett is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BENNETT PAULA
C/O J.JILL, INC.
4 BATTERYMARCH PARK
QUINCY, MA 02169
X
President and CEO

Signatures
/s/ Vijay Moses, Attorney-in-Fact 12/15/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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