Jersey Mike's 10% holder moves 3.4M shares internally
Blackstone-affiliated holders restructured over 3.3 million Jersey Mike’s-linked securities internally without changing their overall economic stake.
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) reported that Boardwalk ML Holdco I L.P. and Boardwalk ML Holdco II L.P., entities that are 10% owners, completed several internal transfers of equity interests on September 15, 2026. The transactions were part of an internal reorganization and are reported as dispositions on this Form 4.
Boardwalk ML Holdco I L.P. distributed 1,985 shares of Class A Common Stock, 735,910 shares of Class B Common Stock, and 735,910 Common Units of Jersey Mike's HoldCo, LLC to its sole limited partner, Submarine Buyer LLC, which then contributed these and other issuer securities to Boardwalk ML Holdco III LP. Boardwalk ML Holdco II L.P. distributed 1,900,625 shares of Class A Common Stock to its sole limited partner, Boardwalk Aggregator II LP, which then contributed issuer securities to Boardwalk ML Holdco IV LP.
According to the disclosure, these transfers represent only a change in form of ownership and did not change the aggregate number of Jersey Mike's securities held by Blackstone funds and their affiliates or their pecuniary interest. Class B Common Stock has no economic value, carries one vote per share, is issued one-for-one with Common Units, and is automatically cancelled upon exchange of Common Units into Class A Common Stock under an exchange agreement with rights that do not expire.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 3,374,430 shares
Other
4 txns
Insider
Boardwalk ML Holdco I L.P., Boardwalk ML Holdco I GP LLC, Boardwalk ML Holdco II L.P., Boardwalk ML Holdco II GP LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Units of Jersey Mike's HoldCo, LLC F10, F1, F2, F9, F4, F6, F7 | 735,910 | $0.00 | $0.00 |
| Other | Class A Common Stock F1, F2, F4, F6, F7, F8 | 1,985 | -- | -- |
| Other | Class A Common Stock F1, F2, F3, F5, F6, F7, F8 | 1,900,625 | -- | -- |
| Other | Class B Common Stock F1, F2, F4, F6, F7, F8, F9 | 735,910 | -- | -- |
Holdings After Transaction:
Common Units of Jersey Mike's HoldCo, LLC — 12,348,077 contracts (Indirect, See Footnotes);
Class A Common Stock — 44,062,650 shares (Indirect, See Footnotes);
Class B Common Stock — 12,348,077 shares (Indirect, See Footnotes)
Footnotes (10)
- F1. On September 15, 2026, in connection with an internal reorganization, Boardwalk ML Holdco I L.P. distributed 1,985 shares of Class A common stock (the "Class A Common Stock") and 735,910 shares of Class B common stock (the "Class B Common Stock") of Jersey Mike's Subs Inc. ("Issuer") and 735,910 common units ("Common Units") of Jersey Mike's HoldCo, LLC to its sole limited partner, Submarine Buyer LLC, who then contributed Issuer securities, including the securities described herein, to Boardwalk ML Holdco III LP, a wholly owned subsidiary of Submarine Buyer LLC. Such transfers represented a change in form of ownership and did not represent any change in the aggregate number of securities of the Issuer held by Blackstone funds and their affiliates or any change in the pecuniary interest of any of the Blackstone funds or their affiliates in securities of the Issuer.
- F2. (Continued from footnote 1) Affiliates of the Reporting Persons have separately reported their respective beneficial ownership of securities of the Issuer.
- F3. On September 15, 2026, in connection with an internal reorganization, Boardwalk ML Holdco II L.P. distributed 1,900,625 shares of Class A Common Stock of the Issuer to its sole limited partner, Boardwalk Aggregator II LP, who then contributed Issuer securities, including the securities described herein, to Boardwalk ML Holdco IV LP, a wholly-owned subsidiary of Boardwalk Aggregator II LP. Such transfers represented a change in form of ownership and did not represent any change in the aggregate number of securities of the Issuer held by Blackstone funds and their affiliates or any change in the pecuniary interest of any of the Blackstone funds or their affiliates in securities of the Issuer. Affiliates of the Reporting Persons have separately reported their respective beneficial ownership of securities of the Issuer.
- F4. Reflects securities of the Issuer held directly by Boardwalk ML Holdco I LP. Boardwalk ML Holdco I GP LLC is the general partner of Boardwalk ML Holdco I L.P. Submarine Buyer LLC is the sole limited partner of Boardwalk ML Holdco I LP and the sole member of Boardwalk ML Holdco I 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.
- F5. Reflects securities of the Issuer held directly by Boardwalk ML Holdco II LP. Boardwalk ML Holdco II GP LLC is the general partner of Boardwalk ML Holdco II L.P. Boardwalk II Aggregator L.P. is the sole limited partner of Boardwalk ML Holdco II LP and the sole member of Boardwalk ML Holdco IV GP LLC.
- F6. 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.
- 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, as amended, 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. 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.
- F9. Shares of 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.
- F10. 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
Class A Common Stock distributed by Boardwalk ML Holdco I L.P.: 1,985 shares
Class A Common Stock distributed by Boardwalk ML Holdco II L.P.: 1,900,625 shares
Class B Common Stock distributed: 735,910 shares
+5 more
8 metrics
Class A Common Stock distributed by Boardwalk ML Holdco I L.P.
1,985 shares
Distributed on September 15, 2026 to Submarine Buyer LLC in internal reorganization
Class A Common Stock distributed by Boardwalk ML Holdco II L.P.
1,900,625 shares
Distributed on September 15, 2026 to Boardwalk Aggregator II LP in internal reorganization
Class B Common Stock distributed
735,910 shares
Distributed by Boardwalk ML Holdco I L.P. on September 15, 2026
Common Units of Jersey Mike's HoldCo, LLC distributed
735,910 units
Distributed by Boardwalk ML Holdco I L.P. on September 15, 2026
Common Units held after transaction
12,348,077 units
Indirect holdings reported following September 15, 2026 restructuring
Class B Common Stock held after transaction
12,348,077 shares
Indirect holdings reported following September 15, 2026 restructuring
Restructuring shares reported
3,374,430 securities
Total restructuring-related securities across reported transactions
Exchange ratio for Common Units
1.0 Class A share per Common Unit
One-for-one exchange right for Common Units into Class A Common Stock; rights do not expire
Key Terms
Common Units, Class B Common Stock, pecuniary interest, exchange agreement, +2 more
6 terms
Common Units financial
"735,910 common units ("Common Units") of Jersey Mike's HoldCo, LLC"
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
"Shares of Class B Common Stock have no economic value and have one vote"
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.
pecuniary interest financial
"did not represent any change in the pecuniary interest of any of the Blackstone funds"
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.
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.
Series II preferred stock financial
"The sole holder of the Series II preferred stock of Blackstone Inc."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did the Form 4 report for Jersey Mike's Subs Inc. (JMKE) on September 15, 2026?
It reported internal reorganization transfers by Blackstone-affiliated entities, moving shares of Class A Common Stock, Class B Common Stock, and Common Units among related partnerships and LLCs, without changing the aggregate number of Jersey Mike’s securities they collectively hold or their pecuniary interest.
What happened to Jersey Mike's Class B Common Stock and Common Units in this JMKE filing?
Boardwalk ML Holdco I L.P. distributed 735,910 shares of Class B Common Stock and 735,910 Common Units of Jersey Mike's HoldCo, LLC to its sole limited partner, which then contributed the securities to another affiliated partnership as part of the reorganization.
Did Blackstone funds change their overall economic stake in JMKE through these transactions?
No. The filing states the transfers were a change in form of ownership only and did not change the aggregate number of Jersey Mike’s securities held by Blackstone funds and their affiliates or their pecuniary interest in those securities.
What rights do holders of Common Units tied to JMKE have under the exchange agreement?
Under an exchange agreement dated July 29, 2026, holders may exchange their Common Units for Class A Common Stock of Jersey Mike's on a one-for-one basis, subject to customary adjustments. The filing states that these exchange rights do not expire.
How many Jersey Mike's securities did the reporting entities hold after the restructuring?
After the September 15, 2026 transactions, the report shows 12,348,077 Common Units of Jersey Mike’s HoldCo, LLC and 12,348,077 shares of Class B Common Stock held indirectly by the reporting entities, reflecting their post-transaction positions for those instruments.
AI-generated analysis. How Rhea-AI works. Not financial advice.
