UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 272, 2020

J.Crew Group, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 333-175075

Delaware		22-2894486
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

225 Liberty Street

New York, NYNew York 10281

(Address of principal executive offices, including zip code)

(212) 209-2500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Jan~~As ~~Singer~~previously announced, 55 on December 2, ~~was~~2019, ~~appointed~~Chinos ~~Chief~~Holdings, ~~Executive~~Inc. ~~Officer~~(“Parent”), the ultimate parent of J. Crew Group, Inc. (the “Company”), and ~~elected~~certain toof Parent’s subsidiaries (collectively, the ~~Board~~“J.Crew ofParties”) ~~Directors~~entered ofinto ~~the~~an ~~Company~~agreement (the “~~Board~~Original Transaction Support Agreement”) onrelating ~~January~~to ~~27,~~a ~~2020,~~series inof ~~each~~transactions ~~case~~(together, ~~with~~the an“Transactions”) ~~effective~~with ~~date~~(i) ofcertain ~~February~~holders 2(such holders, ~~2020. Ms.~~the ~~Singer~~“Ad ~~has~~Hoc Creditors”) of over 25a ~~years~~majority of ~~retail~~term ~~experience~~loans ~~and~~under ~~most~~that ~~recently~~certain ~~was~~Amended ~~the~~and ~~Chief~~Restated ~~Executive~~Credit ~~Officer~~Agreement, ofdated ~~Victoria’s~~March ~~Secret~~5, ~~Lingerie~~2014, atamong ~~L Brands,~~certain ~~Inc~~J.Crew Parties, ~~from~~the ~~2016~~lenders toparty ~~2019. Prior~~thereto, toand ~~joining~~Wilmington ~~L Brands,~~Savings ~~Inc.~~Fund Society, ~~she~~FSB ~~was~~as ~~the~~successor ~~Chief~~administrative ~~Executive~~agent ~~Officer~~and of(ii) ~~Spanx~~TPG Chinos, ~~Inc~~L.P., ~~from~~TPG ~~2014~~Chinos toCo-Invest, ~~2016~~L. ~~She~~P., ~~also~~Green ~~served~~Equity inInvestors ~~various~~V, ~~executive~~L.P., ~~roles~~Green atEquity ~~Nike~~Investors Side V, ~~Inc~~L.P. ~~from~~and ~~2004~~LGP toChino ~~2014~~Coinvest LLC (collectively, ~~including~~the ~~most~~“Sponsors”), ~~recently~~which aswas ~~Corporate~~amended ~~Vice~~and ~~President~~restated on December 8, ~~Global~~2019 ~~Apparel. Prior~~(the toOriginal ~~Nike,~~Transaction ~~Ms.~~Support ~~Singer~~Agreement ~~held~~as ~~key~~so ~~merchandising~~amended, ~~marketing~~the ~~and~~“Transaction ~~global~~Support ~~communications~~Agreement”). ~~roles~~On ~~for~~March ~~Reebok~~2, ~~Chanel~~2020, ~~Calvin~~the ~~Klein~~Company ~~and~~announced ~~Prada. From~~that ~~2015~~it had entered into an amendment to ~~2017, Ms.~~the ~~Singer~~Transaction ~~also~~Support ~~served~~Agreement as(the an“Amendment”) ~~independent~~with ~~board~~the ~~director~~Ad ofHoc ~~Kate~~Creditors ~~Spade~~and &the ~~Company~~Sponsors. We ~~believe~~The ~~that~~Amendment ~~Ms.~~eliminates ~~Singer’s~~the ~~significant~~requirement ~~experience~~that inthe ~~building~~Company ~~global~~commence ~~consumer~~the ~~brands~~proposed ~~and~~initial ~~consumer~~public ~~and~~offering ~~retail~~of ~~leadership~~the ~~qualify~~Madewell ~~her~~business to(the ~~serve~~“Madewell IPO”) on or before March 2, 2020 and extends the ~~Board~~outside date by which the Transactions must be completed from March 18, 2020 to April 30, 2020.

~~Pursuant~~The toforegoing ~~the~~description ~~terms~~ of the ~~employment~~Amendment ~~agreement~~does ~~between~~not ~~Ms.~~purport ~~Singer and the Company, Ms. Singer will receive a base salary of $1,250,000 per year, will be eligible~~ to ~~earn an annual bonus with a target amount equal to 150% of her base salary, will receive a sign-on bonus of $2,500,000 and will~~ be ~~paid~~complete ~~or reimbursed for relocation expenses up to $200,000~~ and ~~for~~is ~~travel~~qualified ~~and~~in short-term housing expenses prior to relocation. For the fiscal year ending January 30, 2021, Ms. Singer’s annual bonus will be no less than the target amount. Ms. Singer will be obligated to repay 100% of the sign-on bonus and relocation expenses if her employment terminates for cause or without good reason on or prior to the first anniversary of her employment commencement date and 50% of the sign-on bonus and relocation expenses if her employment so terminates following the first anniversary of the commencement date and on or prior to its ~~second~~entirety ~~anniversary. Further, if Ms. Singer becomes eligible for any severance payments upon termination of her employment, the severance payments will be offset~~ by ~~50%~~reference ~~of the amount of the sign-on bonus if the termination occurs on or prior~~ to the ~~first~~full ~~anniversary~~text of the ~~commencement date and by 25% of the amount of the sign-on bonus if the termination occurs following the first anniversary of the commencement date and on or prior to its second anniversary~~Amendment, ~~in each case, with the offset generally taken in installments from severance payments made in the 12 months following the termination date. Ms. Singer will be eligible to earn~~ a ~~performance~~copy ~~incentive bonus in the aggregate amount~~ of upwhich tois ~~$15,000,000,~~attached inhereto three tranches of up to $5,000,000 each, based on the achievement of certain performance goals to be established within 90 days of Ms. Singer’s commencement date. Following the separation of the Company’s J. Crew and Madewell businesses (the “Madewell Separation”), generally as ~~described~~Exhibit ~~in the Company’s Current Report on Form 8-K filed December 3, 2019, Ms~~10.1 Singer will be granted an award of restricted common equity of the entity or other holding company of the successor to the Company that issues equity to management of the J. Crew business following the Madewell Separation, of which 50% will be subject to time-based vesting over four years and ~~50%~~is ~~will~~incorporated beby ~~subject~~reference ~~to performance-based vesting based on the achievement of EBITDA goals~~herein.

Pursuant to the terms of her employment agreement, upon a termination of Ms. Singer’s employment by the Company without cause or by Ms. Singer for good reason, Ms. Singer will be entitled to (i) payment of the prior year’s annual bonus, to the extent not yet paid, and a proForward-~~rated~~Looking ~~annual~~Statements bonus for the year of termination based on actual performance; (ii) an additional 18 months’ vesting credit for the time-vesting portion of her equity award (or full vesting, if such termination occurs within 24 months following a change in control or for good reason due to the Company’s bankruptcy or similar restructuring that results in investment funds affiliated TPG Capital and Leonard Green Partners directly and indirectly owning less than one-third of the Company (a “restructuring”)); (iii) continued eligibility to vest in the performance-vesting portion of her equity award based on actual performance for 12 months following the termination date; (iv) up to 18 months’ subsidized COBRA premiums; and (v) severance payments equal to one and one-half times the sum (or two times such sum, if such termination is for good reason due to a restructuring) of Ms. Singer’s annual base salary and target annual bonus, payable as salary continuation over 18 months (or in the form of a lump sum in the event of a change in control). In the event of a termination of Ms. Singer’s employment due to her death or disability, Ms. Singer will be entitled to receive payment of the prior year’s annual bonus, to the extent not yet paid, a pro-rated annual bonus for the year of termination based on actual performance and prorated vesting of the time-vesting portion of her equity award.

~~Ms.~~Certain ~~Singer~~statements ~~has~~herein ~~agreed~~and toin bethe ~~bound~~exhibits byattached ~~restrictive~~hereto, ~~covenants:~~are ~~during~~“forward-looking ~~her~~statements” ~~employment~~made ~~and~~pursuant ~~for~~to athe ~~period~~safe harbor provisions of 12the ~~months~~Private ~~thereafter~~Securities Litigation Reform Act of 1995. Such forward-looking statements reflect current expectations or beliefs concerning future events, Msand actual results of operations may differ materially from historical results or current expectations. ~~Singer~~Any issuch forward-looking statements are subject to ~~non-competition~~various risks and ~~non-solicitation~~uncertainties, ~~covenants;~~including ~~for~~risks relating to the Transactions (including the announced Madewell IPO), including risks that a ~~period~~new or amended transaction support agreement is entered into, the Transactions may not be consummated on the terms set forth in the existing, amended or new transaction support agreement or at all, or, if the Transactions are consummated, risks that the anticipated benefits of 24the ~~months~~Transactions ~~following~~may ~~termination~~not be achieved, the Company’s substantial indebtedness, its substantial lease obligations, its ability to anticipate and timely respond to changes in trends and consumer preferences, the strength of ~~employment~~the global economy, ~~Ms.~~competitive ~~Singer~~market isconditions, ~~subject~~its ability to ~~covenants~~attract ~~relating~~and retain key personnel, its ability to ~~non-solicitation~~successfully develop, launch and grow its newer concepts and execute on strategic initiatives, product offerings, sales channels and businesses, its ability to implement its growth strategy, material disruption to its information systems, compromises to its data security, its ability to maintain the value of ~~employees;~~its brands and ~~Ms.~~protect ~~Singer~~its istrademarks, ~~subject~~its ability to ~~indefinite~~implement ~~covenants~~its ~~related~~real estate strategy, changes in demographic patterns, adverse or unseasonable weather or other interruptions in its foreign sourcing, customer call, order fulfillment or distribution operations, increases in the demand for or prices of raw materials used to ~~confidentiality~~manufacture its products, ~~assignment~~trade restrictions or disruptions, the impact of ~~intellectual~~potential ~~property~~global health emergencies such as COVID-19 (coronavirus), including potential negative impacts on the global economy, product demand, foreign sourcing and ~~cooperation~~operations generally, if the Transactions are not consummated, the Company’s continued exploration of strategic alternatives to maximize the value of the Company and the risk that such exploration may not lead to a successful transaction and other factors which are set forth in ~~legal~~the ~~proceedings~~section entitled “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K and in all filings with the SEC made subsequent to the filing of the Form 10-K. Because of the factors described above and the inherent uncertainty of predicting future events, the Company cautions you against relying on forward-looking statements. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The foregoing description of the terms of the agreement does not purport to be a complete description and is qualified in its entirety by reference to the agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference in its entirety into this Item 5.02.

Effective as of February 2, 2020, Michael Nicholson will cease to be Interim Chief Executive Officer, and he will continue in his role as President and Chief Operating Officer.

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable

(d) Exhibits:

ExhibitNo.		Description
10.1		~~Employment~~First ~~Agreement,~~Amendment ~~entered~~to ~~into as of January 27, 2020, between~~ the ~~Company~~Amended and ~~Jan~~Restated ~~Singer.~~Transaction Support Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	J.CREW GROUP, INC.
Date: January 28, 2020	By:	/s/ VINCENT ZANNA
Date: March 2, 2020	By:	/s/ VINCENT ZANNA
		Vincent Zanna
		Chief Financial Officer and Treasurer

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