SEC Form 4 · accession 0001193125-26-394471

Jersey Mike's Subs Inc. · JMKE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On September 15, 2026, in connection with an internal reorganization, Boardwalk ML Holdco I L.P. distributed 1,985 shares of Class A common stock (the "Class A Common Stock") and 735,910 shares of Class B common stock (the "Class B Common Stock") of Jersey Mike's Subs Inc. ("Issuer") and 735,910 common units ("Common Units") of Jersey Mike's HoldCo, LLC to its sole limited partner, Submarine Buyer LLC, who then contributed Issuer securities, including the securities described herein, to Boardwalk ML Holdco III LP, a wholly owned subsidiary of Submarine Buyer LLC. Such transfers represented a change in form of ownership and did not represent any change in the aggregate number of securities of the Issuer held by Blackstone funds and their affiliates or any change in the pecuniary interest of any of the Blackstone funds or their affiliates in securities of the Issuer.
• F10Pursuant 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.
• F2(Continued from footnote 1) Affiliates of the Reporting Persons have separately reported their respective beneficial ownership of securities of the Issuer.
• F3On September 15, 2026, in connection with an internal reorganization, Boardwalk ML Holdco II L.P. distributed 1,900,625 shares of Class A Common Stock of the Issuer to its sole limited partner, Boardwalk Aggregator II LP, who then contributed Issuer securities, including the securities described herein, to Boardwalk ML Holdco IV LP, a wholly-owned subsidiary of Boardwalk Aggregator II LP. Such transfers represented a change in form of ownership and did not represent any change in the aggregate number of securities of the Issuer held by Blackstone funds and their affiliates or any change in the pecuniary interest of any of the Blackstone funds or their affiliates in securities of the Issuer. Affiliates of the Reporting Persons have separately reported their respective beneficial ownership of securities of the Issuer.
• F4Reflects 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 limited partner of Boardwalk ML Holdco I LP and the sole member of 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.
• F5Reflects 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 IV GP LLC.
• F6BCP 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.
• 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, 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.
• F8Information 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.
• F9Shares of 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.