Blackstone (BX) affiliates sell 29.7M Jersey Mike’s (JMKE) shares at $21.85
Rhea-AI Filing Summary
Affiliates of Blackstone, as 10% owners of Jersey Mike's Subs Inc., reported a series of indirect transactions involving the company’s equity. On July 31, 2026, they converted 6,593,919 Common Units of Jersey Mike's HoldCo, LLC into the same number of Class A Common Stock shares under an exchange agreement, then sold 29,695,652 Class A shares at $21.85 per share in secondary sales. In connection with the Common Unit sales, an equivalent 6,593,919 Class B shares, which have voting but no economic rights, were automatically cancelled, leaving 53,842,047 Common Units and associated Class B shares outstanding for the reporting holders. The positions are held indirectly through entities such as Submarine Buyer LLC and Boardwalk II Aggregator L.P., with Blackstone entities and Stephen A. Schwarzman disclaiming beneficial ownership beyond their pecuniary interests.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
5 txns
Insider
Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., Blackstone Inc., Blackstone Group Management L.L.C., SCHWARZMAN STEPHEN A
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold
29,695,652 shs ($648.85M)
Approx. gross sale proceeds
$648.85M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Units of Jersey Mike's HoldCo, LLC F1, F3, F5, F6, F7 | 6,593,919 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F3, F5, F6, F7 | 6,593,919 | -- | -- |
| Sale | Class A Common Stock F2, F3, F5, F6, F7 | 6,593,919 | $21.85 | $144.08M |
| Sale | Class A Common Stock F2, F4, F5, F6, F7 | 23,101,733 | $21.85 | $504.77M |
| Other | Class B Common Stock F8, F3, F5, F6, F7 | 6,593,919 | -- | -- |
Holdings After Transaction:
Common Units of Jersey Mike's HoldCo, LLC — 53,842,047 shares (Indirect, See Footnotes);
Class A Common Stock — 189,138,535 shares (Indirect, See Footnotes);
Class B Common Stock — 53,842,047 shares (Indirect, See Footnotes)
Footnotes (8)
- F1. Pursuant 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.
- F2. This 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.
- F3. Reflects 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.
- F4. Reflects securities of the Issuer held directly by Boardwalk II Aggregator L.P.
- F5. BCP 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.
- F6. Each 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.
- F7. Information 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.
- F8. Shares 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.
Key Figures
Common Units converted: 6,593,919 units
Class A shares sold: 29,695,652 shares
Sale price per share: $21.85
+4 more
7 metrics
Common Units converted
6,593,919 units
Common Units of Jersey Mike's HoldCo, LLC exchanged into Class A Common Stock
Class A shares sold
29,695,652 shares
Total Class A Common Stock sold by Blackstone-affiliated holders on July 31, 2026
Sale price per share
$21.85
Per-share amount received after deducting $1.15 underwriting discount from $23.00 offering price
Common Units remaining
53,842,047 units
Common Units of Jersey Mike's HoldCo, LLC reported outstanding after the transactions
Class B shares cancelled
6,593,919 shares
Class B Common Stock automatically cancelled upon sale of an equivalent number of Common Units
Secondary public offering price
$23.00 per share
Secondary public offering price for Class A Common Stock before underwriting discount
Underwriting discount
$1.15 per share
Underwriting discount deducted from the $23.00 secondary public offering price
Key Terms
exchange agreement, secondary public offering price, underwriting discount, Common Units, +1 more
5 terms
exchange agreement financial
"Pursuant to the terms of an exchange agreement, dated as of July 29, 2026"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
secondary public offering price financial
"represents the $23.00 secondary public offering price per share of Class A"
underwriting discount financial
"less the underwriting discount of $1.15 per share sold by the Reporting Persons"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
Common Units financial
"right to exchange their common units of Jersey Mike's HoldCo, LLC ("Common Units")"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Class B Common Stock financial
"Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Blackstone-affiliated holders report in this Form 4 for BX and JMKE?
Blackstone-affiliated holders reported converting 6,593,919 Common Units of Jersey Mike's HoldCo into Class A shares of Jersey Mike's Subs Inc., then participating in secondary sales totaling 29,695,652 shares at $21.85 per share.
What conversion did Blackstone entities disclose involving Jersey Mike's (JMKE)?
They disclosed converting 6,593,919 Common Units of Jersey Mike's HoldCo, LLC into 6,593,919 Class A Common Stock shares of Jersey Mike's Subs Inc. under an exchange agreement that permits one-for-one exchanges without an expiration date.
What happened to Jersey Mike's (JMKE) Class B Common Stock in this Form 4?
For each sold Common Unit, an equivalent 6,593,919 shares of Class B Common Stock, which carry one vote but no economic value, were automatically cancelled, leaving 53,842,047 Class B shares associated with remaining Common Units.