SEC Form 4 · accession 0001193125-26-332930
Jersey Mike's Subs Inc. · JMKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Betsy Mercado
Officer — Chief People Officer
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 Stock | Jul 31, 2026 | P | 800 | $23.00 | A | 800 | D | |
| Class A Common StockF6 | Jul 31, 2026 | P | 3,265 | $23.00 | A | 3,265 | I | By Significant Other |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Units of Jersey Mike's HoldCo, LLCF4,F2,F3,F5 | $23.35 | Jul 30, 2026 | A | 190,495 | A | — | — | Class A Common Stock | 190,495 | 190,495 | I |
Explanation of responses
- F1Reflects shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer") purchased pursuant to a directed share program in connection with the Issuer's initial public offering.
- F2Reflect 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.
- F3Common 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.
- F4These securities were acquired in connection with the reclassification of the interests of Mike's HoldCo, LLC prior to the Issuer's 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.
- F5These Incentive Units vest in five equal annual installments beginning on September 29, 2026.
- F6The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.