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Jersey Mike's (JMKE) director Cheryl Miller details unit and share holdings

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Form Type
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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.

Positive

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Negative

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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 shares (Indirect, See Footnote); Incentive Units of Jersey Mike's HoldCo, LLC — 10,194.5 shares (Indirect, See Footnote); Class A Common Stock — 74 shares (Direct); Class B Common Stock — 31,764 shares (Direct)
Footnotes (5)
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. F5. These Incentive Units vest in five equal annual installments beginning on September 15, 2026.
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
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

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.

How many Class A common shares does Cheryl Miller beneficially own in JMKE?

Cheryl Miller has 74 Class A shares directly and economic interests in 31,764 Common Units and 10,194.5 Incentive Units, each tied to Class A common stock, giving her significant indirect exposure to Jersey Mike's Class A equity.

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.

How can Cheryl Miller’s Common Units in Jersey Mike's HoldCo be exchanged for JMKE Class A shares?

Under an Exchange Agreement dated July 29, 2026, Common Units are exchangeable for Class A common stock on a one-for-one basis. These exchange rights do not expire, and the corresponding Class B shares are automatically cancelled upon exchange.

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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*
MILLER CHERYL

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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)
Class A Common Stock74D
Class B Common Stock31,764(1)D
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 (2) (2)Class A Common Stock31,764(2)ISee Footnote(2)
Incentive Units of Jersey Mike's HoldCo, LLC (3)(4)(5) (3)(4)(5)Class A Common Stock10,194.5$23.35(3)(4)ISee Footnote(3)(4)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. These Incentive Units vest in five equal annual installments beginning on September 15, 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)