SEC Form 4 · accession 0001193125-26-332966
Jersey Mike's Subs Inc. · JMKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Inc.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
Blackstone Holdings I/II GP L.L.C.
10% Owner
Blackstone Holdings II L.P.
10% Owner
Period of report
Jul 31, 2026
Accepted (ET)
Aug 4, 2026 · 4:35 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,F3,F5,F6,F7 | Jul 31, 2026 | C | 6,593,919 | — | A | 6,737,618 | I | See Footnotes |
| Class A Common StockF2,F3,F5,F6,F7 | Jul 31, 2026 | S | 6,593,919 | $21.85 | D | 143,699 | I | See Footnotes |
| Class A Common StockF2,F4,F5,F6,F7 | Jul 31, 2026 | S | 23,101,733 | $21.85 | D | 189,138,535 | I | See Footnotes |
| Class B Common StockF8,F3,F5,F6,F7 | Jul 31, 2026 | J | 6,593,919 | — | D | 53,842,047 | I | See Footnotes |
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, LLCF3,F5,F6,F7,F1 | — | Jul 31, 2026 | C | 6,593,919 | D | — | — | Class A Common Stock | 6,593,919 | 53,842,047 | I |
Explanation of responses
- F1Pursuant to the terms of an exchange agreement, dated as of July 29, 2026, holders have the right to exchange their common units of Jersey Mike's HoldCo, LLC ("Common Units") for shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer") 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.
- F2This amount represents the $23.00 secondary public offering price per share of Class A Common Stock of the Issuer, less the underwriting discount of $1.15 per share sold by the Reporting Persons to the Issuer in connection with the Issuer's initial public offering.
- F3Reflects shares of Class A Common Stock of the Issuer held directly by Submarine Buyer LLC. Submarine Buyer Holdco LLC is the sole member of Submarine Buyer LLC. Boardwalk I Aggregator L.P. is the managing member of Submarine Buyer Holdco LLC.
- F4Reflects securities of the Issuer held directly by Boardwalk II Aggregator L.P.
- F5BCP 9 Holdings Manager L.L.C. is the general partner of Boardwalk I Aggregator L.P. and Boardwalk II Aggregator L.P. Blackstone Management Associates IX L.P. is the managing member of BCP 9 Holdings Manager L.L.C. BMA IX L.L.C. is the general partner of Blackstone Management Associates IX L.P. Blackstone Holdings II L.P. is the managing member of BMA IX L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- F6Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F7Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F8Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each Common Unit held. Upon the sale of the Common Units, an equivalent number of shares of Class B Common Stock were automatically cancelled.
Remarks
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed separate Forms 4.