SEC Form 4 · accession 0001193125-26-332927
Jersey Mike's Subs Inc. · JMKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nigel Travis
Director · Other
Period of report
Jul 30, 2026
Accepted (ET)
Aug 4, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002127043
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F8 | Jul 30, 2026 | A | 118 | — | A | 118 | I | By Trust |
| Class B Common StockF2,F1,F8 | Jul 30, 2026 | A | 50,300 | — | A | 50,300 | I | By Trust |
| Class A Common Stock | Jul 31, 2026 | P | 650 | $23.00 | A | 650 | I | By Son |
| Class A Common Stock | Jul 31, 2026 | P | 434 | $23.00 | A | 434 | I | By Daughter |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Units of Jersey Mike's HoldCo, LLCF1,F4,F8 | — | Jul 30, 2026 | A | 50,300 | A | — | — | Class A Common Stock | 50,300 | 50,300 | I |
| Incentive Units of Jersey Mike's HoldCo, LLCF1,F5,F6,F7 | $19.62 | Jul 30, 2026 | A | 84,955 | A | — | — | Class A Common Stock | 84,955 | 84,955 | I |
Explanation of responses
- F1These securities were acquired in connection with the reclassification of the interests of Mike's HoldCo, LLC prior to the Jersey Mike's Subs Inc. (the "Issuer") initial public offering (as more fully described in the Registration Statement on Form S-1). These securities were previously reported on the Reporting Person's Form 3 filed on July 30, 2026.
- F2Shares of Class B common stock ("Class B Common Stock") of the Issuer have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Jersey Mike's HoldCo, LLC ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
- F3Reflects shares of Class A Common Stock of the Issuer purchased pursuant to a directed share program in connection with the Issuer's initial public offering.
- F4Pursuant to the terms of an exchange agreement, dated as of July 29, 2026 (the "Exchange Agreement"), holders have the right to exchange their Common Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire. Such Common Units are held indirectly through Jersey Mike's Management Aggregator LLC.
- F5Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of common units of Jersey Mike's HoldCo, LLC ("Common Units") generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Issuer Class A Common Stock), subject to certain adjustments.
- F6Common Units are exchangeable on a one-for-one basis for shares of Issuer Class A Common Stock pursuant to the terms of an exchange agreement, dated as of July 29, 2026. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC.
- F720% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on January 16, 2027.
- F8These securities are held by a trust for the benefit of Reporting Person's family, of which, Reporting Person's spouse has the right to remove and replace the trustee. The Reporting Person disclaims beneficial ownership of the securities held by such trust, except to the extent of his pecuniary interest therein.