Jersey Mike's discloses 10% holder with 32.8M units
Jersey Mike's Subs Inc. (JMKE) received an initial beneficial ownership report from Boardwalk ML Holdco III L.P., Boardwalk ML Holdco III GP LLC, Boardwalk ML Holdco IV L.P. and Boardwalk ML Holdco IV GP LLC as ten percent owners.
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) received an initial beneficial ownership report from Boardwalk ML Holdco III L.P., Boardwalk ML Holdco III GP LLC, Boardwalk ML Holdco IV L.P. and Boardwalk ML Holdco IV GP LLC as ten percent owners. As of September 15, 2026, entities associated with these reporting persons hold 32,827,917 Common Units of Jersey Mike's HoldCo, LLC, which are exchangeable on a one-for-one basis for shares of Class A Common Stock, and 32,827,917 shares of Class B Common Stock
Positive
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Negative
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Insights
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Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Boardwalk ML Holdco III L.P., Boardwalk ML Holdco III GP LLC, Boardwalk ML Holdco IV L.P., Boardwalk ML Holdco IV GP LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Units of Jersey Mike's HoldCo, LLC F9, F1, F3, F5, F6, F7 | -- | -- | -- |
| holding | Class A Common Stock F1, F3, F5, F6, F7 | -- | -- | -- |
| holding | Class A Common Stock F2, F4, F5, F6, F7 | -- | -- | -- |
| holding | Class B Common Stock F8, F1, F3, F5, F6, F7 | -- | -- | -- |
Holdings After Transaction:
Common Units of Jersey Mike's HoldCo, LLC — 32,827,917 contracts (Indirect, See Footnotes);
Class A Common Stock — 84,872,667 shares (Indirect, See Footnotes);
Class B Common Stock — 32,827,917 shares (Indirect, See Footnotes)
Footnotes (9)
- F1. On September 15, 2026, Submarine Buyer LLC contributed 88,554 shares of Class A common stock (the "Class A Common Stock") and 32,827,917 shares of Class B common stock (the "Class B Common Stock") of Jersey Mike's Subs Inc. ("Issuer") and 32,827,917 common units of Jersey Mike's HoldCo, LLC ("Common Units") to its wholly-owned subsidiary, Boardwalk ML Holdco III LP. No securities of the Issuer were purchased or sold in connection with the contributions described herein.
- F2. On September 15, 2026, Boardwalk Aggregator II LP contributed 84,784,113 shares of Class A Common Stock of the Issuer to its wholly-owned subsidiary, Boardwalk ML Holdco IV LP. No securities of the Issuer were purchased or sold in connection with the contribution described herein.
- F3. Reflects securities of the Issuer held directly by Boardwalk ML Holdco III LP. Boardwalk ML Holdco III GP LLC is the general partner of Boardwalk ML Holdco III L.P. Submarine Buyer LLC is the sole limited partner of Boardwalk ML Holdco III LP and the sole member of Boardwalk ML Holdco III 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.
- F4. Reflects securities of the Issuer held directly by Boardwalk ML Holdco IV LP. Boardwalk ML Holdco IV GP LLC is the general partner of Boardwalk ML Holdco IV L.P. Boardwalk II Aggregator L.P. is the sole limited partner of Boardwalk ML Holdco IV LP and the sole member of Boardwalk ML Holdco IV GP LLC.
- 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. 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.
- F7. 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, 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.
- F8. Shares 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.
- F9. Pursuant 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.
Key Figures
Common Units underlying Class A Common Stock: 32,827,917 units
Class B Common Stock held: 32,827,917 shares
Class A Common Stock contributed to Boardwalk ML Holdco III L.P.: 88,554 shares
+3 more
6 metrics
Common Units underlying Class A Common Stock
32,827,917 units
Common Units of Jersey Mike's HoldCo, LLC exchangeable one-for-one into Class A Common Stock, held indirectly as of September 15, 2026
Class B Common Stock held
32,827,917 shares
Class B Common Stock with one vote per share and no economic value, held indirectly as of September 15, 2026
Class A Common Stock contributed to Boardwalk ML Holdco III L.P.
88,554 shares
Contributed by Submarine Buyer LLC on September 15, 2026
Class B Common Stock contributed to Boardwalk ML Holdco III L.P.
32,827,917 shares
Contributed by Submarine Buyer LLC on September 15, 2026
Common Units contributed to Boardwalk ML Holdco III L.P.
32,827,917 units
Common Units of Jersey Mike's HoldCo, LLC contributed on September 15, 2026
Class A Common Stock contributed to Boardwalk ML Holdco IV L.P.
84,784,113 shares
Contributed by Boardwalk Aggregator II LP on September 15, 2026
Key Terms
Common Units, Class B Common Stock, beneficial ownership, pecuniary interest, +1 more
5 terms
Common Units financial
"32,827,917 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
"32,827,917 shares of Class B common stock (the "Class B Common Stock")"
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.
beneficial ownership regulatory
"disclaims beneficial ownership of the securities held by the other Reporting Persons"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"
exchange agreement regulatory
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership in JMKE is reported on this Form 3?
The report shows 32,827,917 Common Units of Jersey Mike's HoldCo, LLC, exchangeable one-for-one into Class A Common Stock, and 32,827,917 shares of Class B Common Stock held indirectly through entities associated with the reporting persons.
What contributions involving JMKE stock occurred on September 15, 2026?
Submarine Buyer LLC contributed 88,554 Class A shares, 32,827,917 Class B shares and 32,827,917 Common Units to Boardwalk ML Holdco III L.P., and Boardwalk Aggregator II LP contributed 84,784,113 Class A shares to Boardwalk ML Holdco IV L.P.
Do all reporting persons claim full beneficial ownership of the JMKE securities?
No. Each reporting person disclaims beneficial ownership of securities held by the other reporting persons, except to the extent of its pecuniary interest, and states that inclusion of the securities is not an admission of beneficial ownership.
AI-generated analysis. How Rhea-AI works. Not financial advice.
