4//SEC Filing
MOSZKOWSKI NEAL 4
Accession 0000950142-24-002253
CIK 0001687932other
Filed
Aug 20, 8:00 PM ET
Accepted
Aug 21, 4:05 PM ET
Size
23.2 KB
Accession
0000950142-24-002253
Insider Transaction Report
Form 4
J.Jill, Inc.JILL
TowerBrook Investors, Ltd.
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-08-20$0.01/sh+3,318,443$33,184→ 7,339,887 total(indirect: See Footnotes) - Sale
Common Stock
2024-08-20$34.75/sh−955$33,186→ 7,338,932 total(indirect: See Footnotes) - Exercise of In-Money
Warrant (Right to buy)
2024-08-20−3,318,443→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-10-03Exp: 2025-10-02→ Common stock (3,318,443 underlying)
TI IV JJill Holdings, LP
10% Owner
Transactions
- Sale
Common Stock
2024-08-20$34.75/sh−955$33,186→ 7,338,932 total(indirect: See Footnotes) - Exercise of In-Money
Common Stock
2024-08-20$0.01/sh+3,318,443$33,184→ 7,339,887 total(indirect: See Footnotes) - Exercise of In-Money
Warrant (Right to buy)
2024-08-20−3,318,443→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-10-03Exp: 2025-10-02→ Common stock (3,318,443 underlying)
TI IV JJ GP, LLC
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-08-20$0.01/sh+3,318,443$33,184→ 7,339,887 total(indirect: See Footnotes) - Exercise of In-Money
Warrant (Right to buy)
2024-08-20−3,318,443→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-10-03Exp: 2025-10-02→ Common stock (3,318,443 underlying) - Sale
Common Stock
2024-08-20$34.75/sh−955$33,186→ 7,338,932 total(indirect: See Footnotes)
Transactions
- Exercise of In-Money
Common Stock
2024-08-20$0.01/sh+3,318,443$33,184→ 7,339,887 total(indirect: See Footnotes) - Exercise of In-Money
Warrant (Right to buy)
2024-08-20−3,318,443→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-10-03Exp: 2025-10-02→ Common stock (3,318,443 underlying) - Sale
Common Stock
2024-08-20$34.75/sh−955$33,186→ 7,338,932 total(indirect: See Footnotes)
TowerBrook Investors GP IV, L.P.
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-08-20$0.01/sh+3,318,443$33,184→ 7,339,887 total(indirect: See Footnotes) - Sale
Common Stock
2024-08-20$34.75/sh−955$33,186→ 7,338,932 total(indirect: See Footnotes) - Exercise of In-Money
Warrant (Right to buy)
2024-08-20−3,318,443→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-10-03Exp: 2025-10-02→ Common stock (3,318,443 underlying)
MOSZKOWSKI NEAL
10% Owner
Transactions
- Sale
Common Stock
2024-08-20$34.75/sh−955$33,186→ 7,338,932 total(indirect: See Footnotes) - Exercise of In-Money
Common Stock
2024-08-20$0.01/sh+3,318,443$33,184→ 7,339,887 total(indirect: See Footnotes) - Exercise of In-Money
Warrant (Right to buy)
2024-08-20−3,318,443→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-10-03Exp: 2025-10-02→ Common stock (3,318,443 underlying)
Bilzin Jonathan
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-08-20$0.01/sh+3,318,443$33,184→ 7,339,887 total(indirect: See Footnotes) - Sale
Common Stock
2024-08-20$34.75/sh−955$33,186→ 7,338,932 total(indirect: See Footnotes) - Exercise of In-Money
Warrant (Right to buy)
2024-08-20−3,318,443→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-10-03Exp: 2025-10-02→ Common stock (3,318,443 underlying)
Saddi Karim
Director10% Owner
Transactions
- Sale
Common Stock
2024-08-20$34.75/sh−955$33,186→ 7,338,932 total(indirect: See Footnotes) - Exercise of In-Money
Warrant (Right to buy)
2024-08-20−3,318,443→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-10-03Exp: 2025-10-02→ Common stock (3,318,443 underlying) - Exercise of In-Money
Common Stock
2024-08-20$0.01/sh+3,318,443$33,184→ 7,339,887 total(indirect: See Footnotes)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
Documents
Issuer
J.Jill, Inc.
CIK 0001687932
Entity typeother
Related Parties
1- filerCIK 0001041197
Filing Metadata
- Form type
- 4
- Filed
- Aug 20, 8:00 PM ET
- Accepted
- Aug 21, 4:05 PM ET
- Size
- 23.2 KB