J.Jill Inc.

01/13/2025 | Press release | Distributed by Public on 01/13/2025 20:04

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARTINEZ MARIA D.
2. Issuer Name and Ticker or Trading Symbol
J.Jill, Inc. [JILL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O J.JILL, INC., 4 BATTERYMARCH PARK
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2025
(Street)
QUINCY, MA 02169
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/09/2025 J(1) 32.07(1)(2) A $ 0 11,901.02 D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Performance Stock Units (3) 01/09/2025 A 5.66(1) (3) (3) Common Stock 5.66 $ 0 4,373.90 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTINEZ MARIA D.
C/O J.JILL, INC.
4 BATTERYMARCH PARK
QUINCY, MA 02169
See Remarks

Signatures

/s/ Kathleen Stevens, Attorney-in-Fact 01/13/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On January 9, 2025, J.Jill, Inc. paid a cash dividend of $0.07 per share on each share of its outstanding common stock, par value $0.01 per share ("Common Stock"). The dividend was payable to all holders of Common Stock on the record date, December 26, 2024. Pursuant to the terms of the agreements governing the outstanding restricted stock units and performance stock units held by the filer, the filer received certain additional restricted stock units and performance stock units as a result of this cash dividend. These additional units are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units or performance stock units to which they relate.
(2) This represents 32.07 restricted stock units.
(3) This represents Ms. Martinez's performance stock units that will be eligible for vesting based on achievement of absolute total shareholder return compound annual growth rate goals ("TSR PSUs") and settlement as the underlying performance stock units to which they relate. Each TSR PSU represents the contingent right to receive, upon vesting, one share of Common Stock and the number of TSR PSUs reported represents the maximum possible number of shares of Common Stock that are eligible for vesting.

Remarks:
SVP, Chief Human Resources Officer
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.