J.Jill, Inc.

Up to 5,000,000 Shares of Common Stock

Offered by J.Jill, Inc.

and

Up to 7,338,933 Shares of Common Stock

Offered by Selling Stockholder

We may offer and sell up to 5,000,000 shares of our common stock, par value $0.01 per share ("Common Stock") from time to time in one or more offerings. In addition, a selling stockholder named herein (the "Selling Stockholder") may offer and resell up to 7,338,933 shares of our Common Stock from time to time in one or more offerings. We will not receive any proceeds from the sale of our Common Stock by such Selling Stockholder.

This prospectus describes the general terms of the Common Stock and the general manner in which the shares of Common Stock will be offered. The specific amounts, prices and terms of the offering of the Common Stock will be provided in one or more supplements to this prospectus at the time of offering. The prospectus supplements will also describe the specific manner in which the shares of Common Stock will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any applicable prospectus supplement or amendments before you invest.

We have agreed, pursuant to a registration rights agreement that we entered into with the Selling Stockholder on March 14, 2017, to bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholder will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of our Common Stock. As of the date of this prospectus, no underwriter or other person has been engaged to facilitate the sale of shares of Common Stock held by the Selling Stockholder.