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  4. [Form 3] Jersey Mike's Subs Inc. Initial Statement of Beneficial Ownership

Jersey Mike's Subs (JMKE) COO granted units tied to 272K shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Jersey Mike's Subs Inc. (ticker JMKE) reports that President and COO Stacy Peterson has an initial beneficial interest in derivative equity of the company. She indirectly holds Incentive Units of Jersey Mike's HoldCo, LLC that are profit interests economically similar to stock appreciation rights.

The Incentive Units are currently linked to 272,135.8 underlying shares of Class A common stock at an exercise/conversion price reference of $23.35 per underlying share. Vested Incentive Units convert into Common Units of Jersey Mike's HoldCo, LLC, and those Common Units are exchangeable on a one-for-one basis for shares of Class A common stock. The Incentive Units have no expiration date and vest in five equal annual installments beginning on September 2, 2026, and are held indirectly through Jersey Mike's Management Aggregator LLC.

Positive

  • None.

Negative

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Insider Peterson Stacy
Role President and COO
Type Security Shares Price Value
holding Incentive Units of Jersey Mike's HoldCo, LLC F1, F2, F3 -- -- --
Holdings After Transaction: Incentive Units of Jersey Mike's HoldCo, LLC — 272,135.8 shares (Indirect, See Footnote)
Footnotes (3)
  1. F1. Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of common units of Jersey Mike's HoldCo, LLC ("Common Units") generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer") and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Issuer Class A Common Stock), subject to certain adjustments.
  2. F2. Common Units are exchangeable on a one-for-one basis for shares of Issuer Class A Common Stock pursuant to the terms of an exchange agreement, dated as of July 29, 2026. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC.
  3. F3. These Incentive Units vest in five equal annual installments beginning on September 2, 2026.
Underlying Class A shares 272,135.8000 shares Underlying security shares linked to Incentive Units reported as of 2026-07-30
Exercise/Conversion Price Reference $23.3500 per share Conversion or exercise price for Incentive Units into underlying Class A common stock
Vesting Schedule 5 equal annual installments Incentive Units vest in five equal annual installments beginning on September 2, 2026
Vesting Start Date September 2, 2026 First vesting date for Incentive Units held by Stacy Peterson
Exchange Ratio 1-for-1 Common Units are exchangeable on a one-for-one basis for Class A common stock
profit interests financial
"Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit interests""
stock appreciation rights financial
"profit interests having economic characteristics similar to stock appreciation rights"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
exchangeable on a one-for-one basis financial
"Common Units are exchangeable on a one-for-one basis for shares of Issuer Class A"
participation threshold financial
"per unit participation threshold and then-current difference between the per unit value"

FAQ

What insider ownership did Stacy Peterson report on her Form 3 for JMKE?
Stacy Peterson reported indirect ownership of Incentive Units of Jersey Mike's HoldCo, LLC, tied to 272,135.8 underlying shares of Jersey Mike's Subs Inc. Class A common stock through Jersey Mike's Management Aggregator LLC.

How many Jersey Mike's (JMKE) shares are underlying Stacy Peterson's Incentive Units?
The reported Incentive Units are linked to 272,135.8 underlying shares of Class A common stock. These arise through convertible Common Units of Jersey Mike's HoldCo, LLC, which are exchangeable into Class A shares on a one-for-one basis.

What is the exercise or conversion price associated with Stacy Peterson’s Incentive Units in JMKE?
The Incentive Units reference an exercise or conversion price of $23.35 per underlying share of Class A common stock. Conversion is based on formulas using the public trading price and a per-unit participation threshold, as described in the profit-interest terms.

When do Stacy Peterson’s Incentive Units in Jersey Mike's (JMKE) vest?
The Incentive Units vest in five equal annual installments beginning on September 2, 2026. Only vested Incentive Units are eligible to be converted into Common Units of Jersey Mike's HoldCo, LLC under the described formula.

Are Stacy Peterson’s Incentive Units in JMKE held directly or indirectly?
The Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC. The filing describes them as indirect ownership and notes that Common Units from these Incentive Units can be exchanged for Class A common stock.

Do Stacy Peterson’s Incentive Units in JMKE have an expiration date?
The filing states that these Incentive Units have no expiration date. They remain outstanding, subject to their vesting schedule and the economic and conversion terms tied to the value of Common Units and Class A common stock.

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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*
Peterson Stacy
(Last)(First)(Middle)
C/O JERSEY MIKE'S SUBS INC.
1 COMMVAULT WAY, SUITE 300
(Street)
TINTON FALLS NEW JERSEY 07724
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2026		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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and COO
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form 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)
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
Incentive Units of Jersey Mike's HoldCo, LLC (1)(2)(3) (1)(2)(3)Class A Common Stock272,135.8$23.35(1)(2)ISee Footnote(1)(2)
Explanation of Responses:
1. Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of common units of Jersey Mike's HoldCo, LLC ("Common Units") generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer") and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Issuer Class A Common Stock), subject to certain adjustments.
2. Common Units are exchangeable on a one-for-one basis for shares of Issuer Class A Common Stock pursuant to the terms of an exchange agreement, dated as of July 29, 2026. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC.
3. These Incentive Units vest in five equal annual installments beginning on September 2, 2026.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Erin Conway, Attorney-in-Fact07/30/2026
** 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)

Source: View Original Filing on SEC EDGAR