STOCK TITAN

Jersey Mike's: 32.4M shares contributed to Boardwalk

The reported positions reflect entity contributions; the notes state that no issuer securities were purchased or sold in those contributions.

(High)

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Form Type
3

Rhea-AI Filing Summary

Jersey Mike's Subs Inc. (JMKE) had indirect holdings reported by three entities identified as 10% owners after contributions dated September 30, 2026. Submarine Buyer LLC contributed 22,372 Class A shares, 8,293,697 Class B shares and 8,293,697 common units to Boardwalk I UNLV Holdco LP. Boardwalk Aggregator II LP contributed 32,385,190 Class A shares to Boardwalk II UNLV Holdco LP and 27,241,928 to Boardwalk BXPE Holdco LP. The notes say no issuer securities were purchased or sold in these contributions.

Insights

Analyzing...

Insider Boardwalk I UNLV Holdco LP, Boardwalk II UNLV Holdco LP, Boardwalk BXPE Holdco LP
Role 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Common Units of Jersey Mike's HoldCo, LLC F11, F1, F4, F7, F8, F9 -- -- --
holding Class A Common Stock F1, F4, F7, F8, F9 -- -- --
holding Class A Common Stock F2, F5, F7, F8, F9 -- -- --
holding Class A Common Stock F3, F6, F7, F8, F9 -- -- --
holding Class B Common Stock F10, F1, F4, F7, F8, F9 -- -- --
Holdings After Transaction: Common Units of Jersey Mike's HoldCo, LLC — 8,293,697 contracts (Indirect, See Footnotes); Class A Common Stock — 59,649,490 shares (Indirect, See Footnotes); Class B Common Stock — 8,293,697 shares (Indirect, See Footnotes)
Footnotes (11)
  1. F1. On September 30, 2026, Submarine Buyer LLC contributed 22,372 shares of Class A common stock (the "Class A Common Stock") and 8,293,697 shares of Class B common stock (the "Class B Common Stock") of Jersey Mike's Subs Inc. ("Issuer") and 8,293,697 common units of Jersey Mike's HoldCo, LLC ("Common Units") to Boardwalk I UNLV Holdco LP. No securities of the Issuer were purchased or sold in connection with the contributions described herein.
  2. F2. On September 30, 2026, Boardwalk Aggregator II LP contributed 32,385,190 shares of Class A Common Stock of the Issuer to Boardwalk II UNLV Holdco LP. No securities of the Issuer were purchased or sold in connection with the contribution described herein.
  3. F3. On September 30, 2026, Boardwalk Aggregator II LP contributed 27,241,928 shares of Class A Common Stock of the Issuer to Boardwalk BXPE Holdco LP. No securities of the Issuer were purchased or sold in connection with the contribution described herein.
  4. F4. Reflects securities of the Issuer held directly by Boardwalk I UNLV Holdco LP.
  5. F5. Reflects securities of the Issuer held directly by Boardwalk II UNLV Holdco LP.
  6. F6. Reflects securities of the Issuer held directly by Boardwalk BXPE Holdco LP.
  7. F7. BCP 9 Holdings Manager L.L.C. is the general partner of Boardwalk I UNLV Holdco LP, Boardwalk II UNLV Holdco LP and Boardwalk BXPE Holdco LP. 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.
  8. F8. 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.
  9. F9. 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.
  10. F10. 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.
  11. F11. 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.
Class A shares contributed to Boardwalk I UNLV Holdco LP 22,372 shares Contributed by Submarine Buyer LLC on September 30, 2026
Class B shares contributed to Boardwalk I UNLV Holdco LP 8,293,697 shares Contributed by Submarine Buyer LLC on September 30, 2026
Common Units contributed to Boardwalk I UNLV Holdco LP 8,293,697 common units Contributed by Submarine Buyer LLC on September 30, 2026
Class A shares contributed to Boardwalk II UNLV Holdco LP 32,385,190 shares Contributed by Boardwalk Aggregator II LP on September 30, 2026
Class A shares contributed to Boardwalk BXPE Holdco LP 27,241,928 shares Contributed by Boardwalk Aggregator II LP on September 30, 2026
Common Unit exchange ratio One-for-one Exchange for Class A Common Stock
Common Units financial
"exchange their Common Units for shares of Class A Common Stock"
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 technical
"Shares of the Issuer's 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.
exchange agreement technical
"Pursuant to the terms of an exchange agreement"
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.
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shares were contributed to JMKE's reporting entities?

On September 30, 2026, Submarine Buyer LLC contributed 22,372 Class A shares, 8,293,697 Class B shares and 8,293,697 common units to Boardwalk I UNLV Holdco LP. Boardwalk Aggregator II LP contributed 32,385,190 Class A shares to Boardwalk II UNLV Holdco LP and 27,241,928 Class A shares to Boardwalk BXPE Holdco LP.

Can JMKE common units be exchanged for Class A shares?

Holders may exchange Common Units for Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange rights do not expire.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Boardwalk I UNLV Holdco LP

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NEW YORK 10154

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2026
3. Issuer Name and Ticker or Trading Symbol
Jersey Mike's Subs Inc. [ JMKE ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock22,372ISee Footnotes(1)(4)(7)(8)(9)
Class A Common Stock32,385,190ISee Footnotes(2)(5)(7)(8)(9)
Class A Common Stock27,241,928ISee Footnotes(3)(6)(7)(8)(9)
Class B Common Stock8,293,697(10)ISee Footnotes(1)(4)(7)(8)(9)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units of Jersey Mike's HoldCo, LLC (11) (11)Class A Common Stock8,293,697(11)ISee Footnotes(1)(4)(7)(8)(9)
1. Name and Address of Reporting Person*
Boardwalk I UNLV Holdco LP

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NEW YORK 10154

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Boardwalk II UNLV Holdco LP

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NEW YORK 10154

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Boardwalk BXPE Holdco LP

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NEW YORK 10154

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. On September 30, 2026, Submarine Buyer LLC contributed 22,372 shares of Class A common stock (the "Class A Common Stock") and 8,293,697 shares of Class B common stock (the "Class B Common Stock") of Jersey Mike's Subs Inc. ("Issuer") and 8,293,697 common units of Jersey Mike's HoldCo, LLC ("Common Units") to Boardwalk I UNLV Holdco LP. No securities of the Issuer were purchased or sold in connection with the contributions described herein.
2. On September 30, 2026, Boardwalk Aggregator II LP contributed 32,385,190 shares of Class A Common Stock of the Issuer to Boardwalk II UNLV Holdco LP. No securities of the Issuer were purchased or sold in connection with the contribution described herein.
3. On September 30, 2026, Boardwalk Aggregator II LP contributed 27,241,928 shares of Class A Common Stock of the Issuer to Boardwalk BXPE Holdco LP. No securities of the Issuer were purchased or sold in connection with the contribution described herein.
4. Reflects securities of the Issuer held directly by Boardwalk I UNLV Holdco LP.
5. Reflects securities of the Issuer held directly by Boardwalk II UNLV Holdco LP.
6. Reflects securities of the Issuer held directly by Boardwalk BXPE Holdco LP.
7. BCP 9 Holdings Manager L.L.C. is the general partner of Boardwalk I UNLV Holdco LP, Boardwalk II UNLV Holdco LP and Boardwalk BXPE Holdco LP. 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.
8. 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.
9. 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.
10. 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.
11. 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.
Boardwalk I UNLV Holdco LP, By: BCP 9 Holdings Manager L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks Title: Authorized Signatory10/02/2026
Boardwalk II UNLV Holdco LP, By: BCP 9 Holdings Manager L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks Title: Authorized Signatory10/02/2026
Boardwalk BXPE Holdco LP, By: BCP 9 Holdings Manager L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks Title: Authorized Signatory10/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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