Jersey Mike's director reports 31,764 Common Units
Jersey Mike's Subs Inc. (JMKE) reports initial beneficial ownership for director Cheryl Miller.
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Form Type
3
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) reports initial beneficial ownership for director Cheryl Miller. She holds indirectly Common Units of Jersey Mike's HoldCo, LLC representing 31,764 underlying shares of Class A common stock and Incentive Units representing 10,194.5 underlying Class A shares, both through Jersey Mike's Management Aggregator LLC. She also holds directly 74 shares of Class A common stock and 31,764 shares of Class B common stock, which have voting rights but no economic value and are paired one-for-one with the Common Units.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
MILLER CHERYL
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Units of Jersey Mike's HoldCo, LLC F2 | -- | -- | -- |
| holding | Incentive Units of Jersey Mike's HoldCo, LLC F3, F4, F5 | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class B Common Stock F1 | -- | -- | -- |
Holdings After Transaction:
Common Units of Jersey Mike's HoldCo, LLC — 31,764 contracts (Indirect, See Footnote);
Incentive Units of Jersey Mike's HoldCo, LLC — 10,194.5 contracts (Indirect, See Footnote);
Class A Common Stock — 74 shares (Direct);
Class B Common Stock — 31,764 shares (Direct)
Footnotes (5)
- F1. Shares of Jersey Mike's Subs Inc. (the "Issuer") 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 of Jersey Mike's HoldCo, LLC ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
- F2. Pursuant to the terms of an exchange agreement, dated as of July 29, 2026 (the "Exchange Agreement"), holders have the right to exchange their Common Units for shares of Class A Common Stock 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. Such Common Units are held indirectly through Jersey Mike's Management Aggregator LLC.
- F3. 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 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) 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 Class A Common Stock), subject to certain adjustments.
- F4. Common Units are exchangeable on a one-for-one basis for shares of Class A Common Stock pursuant to the terms of the Exchange Agreement. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC.
- F5. These Incentive Units vest in five equal annual installments beginning on September 15, 2026.
Key Figures
Common Units underlying shares: 31,764 shares
Incentive Units underlying shares: 10,194.5 shares
Incentive Units exercise price: $23.35 per unit
+3 more
6 metrics
Common Units underlying shares
31,764 shares
Underlying Class A common stock for Common Units held indirectly
Incentive Units underlying shares
10,194.5 shares
Underlying Class A common stock for Incentive Units held indirectly
Incentive Units exercise price
$23.35 per unit
Conversion or exercise price for Incentive Units
Direct Class A holdings
74 shares
Class A common stock held directly by Cheryl Miller
Direct Class B holdings
31,764 shares
Class B common stock held directly; voting only, no economic value
Incentive Units vesting start
September 15, 2026
Date first of five equal annual vesting installments begins
Key Terms
Incentive Units, profit interests, stock appreciation rights, Exchange Agreement, +2 more
6 terms
Incentive Units financial
"Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are"
Incentive units are ownership stakes a company grants to employees, contractors or advisors as part of pay, which become valuable only after certain conditions are met (for example, after a period of time or when performance targets are hit). They matter to investors because they create potential future claims on profits or ownership—similar to performance-based coupons that convert into a slice of the business—and can dilute existing holders or change incentives for management.
profit interests financial
"Incentive Units, which are "profit interests" having economic characteristics similar"
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.
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.
per unit participation threshold financial
"equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold"
Class B Common Stock financial
"Shares of Jersey Mike's Subs Inc. 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Jersey Mike's Subs Inc. (JMKE) disclose about Cheryl Miller's initial holdings?
Jersey Mike's Subs Inc. (JMKE) discloses that director Cheryl Miller holds 31,764 Common Units and 10,194.5 Incentive Units indirectly, plus 74 Class A and 31,764 Class B common shares directly, establishing her starting ownership position.
What are Cheryl Miller’s Class B common stock holdings in Jersey Mike's Subs Inc. (JMKE)?
She holds 31,764 shares of Class B common stock. These have one vote per share but no economic value and are issued one-for-one with Common Units; they are cancelled when the related Common Units are exchanged for Class A shares.
What Incentive Units tied to JMKE stock does Cheryl Miller hold and at what price?
Cheryl Miller indirectly holds Incentive Units representing 10,194.5 underlying Class A shares with an exercise price of $23.35 per unit. These are profit interests similar to stock appreciation rights and have no expiration date under the disclosed terms.
When do Cheryl Miller’s Incentive Units in Jersey Mike's HoldCo begin vesting?
Her Incentive Units begin vesting on September 15, 2026. They vest in five equal annual installments, gradually increasing the portion that can be converted into Common Units, which are in turn exchangeable for Class A common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
