SEC Form 3 · accession 0001193125-26-385253
Jersey Mike's Subs Inc. · JMKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Boardwalk ML Holdco II GP LLC
10% Owner
Boardwalk ML Holdco II L.P.
10% Owner
Boardwalk ML Holdco I GP LLC
10% Owner
Boardwalk ML Holdco I L.P.
10% Owner
Period of report
Aug 28, 2026
Accepted (ET)
Sep 8, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
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 | holding | — | — | — | 35,294 | I | See Footnotes | |
| Class A Common StockF2,F4,F5,F6,F7 | holding | — | — | — | 45,963,275 | I | See Footnotes | |
| Class B Common StockF8,F1,F3,F5,F6,F7 | holding | — | — | — | 13,083,987 | 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, LLCF1,F3,F5,F6,F7,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 13,083,987 | — | I |
Explanation of responses
- F1On August 28, 2026, Submarine Buyer LLC contributed 35,294 shares of Class A common stock (the "Class A Common Stock") and 13,083,987 shares of Class B common stock (the "Class B Common Stock") of Jersey Mike's Subs Inc. ("Issuer") and 13,083,987 common units of Jersey Mike's HoldCo, LLC ("Common Units") previously held directly by it to its wholly-owned subsidiary Boardwalk ML Holdco I LP. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein.
- F2On August 28, 2026, Boardwalk Aggregator II LP contributed 45,963,275 shares of Class A Common Stock of the Issuer previously held directly by it to its wholly-owned subsidiary Boardwalk ML Holdco II LP. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein.
- F3Reflects securities of the Issuer held directly by Boardwalk ML Holdco I LP. Boardwalk ML Holdco I GP LLC is the general partner of Boardwalk ML Holdco I L.P. Submarine Buyer LLC is the sole member of Boardwalk ML Holdco I LP and Boardwalk ML Holdco I GP 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 ML Holdco II LP. Boardwalk ML Holdco II GP LLC is the general partner of Boardwalk ML Holdco II L.P. Boardwalk II Aggregator L.P. is the sole limited partner of Boardwalk ML Holdco II LP and the sole member of Boardwalk ML Holdco II GP LLC.
- 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.
- F6Information 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.
- F7Each 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, 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.
- F8Shares of the Issuer's 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 an exchange of Common Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder are automatically cancelled.
- F9Pursuant to the terms of an exchange agreement, dated as of July 29, 2026, holders have the right to exchange their Common Units for shares of Class A Common Stock of 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.