STOCK TITAN
  1. Home
  2. Sec-filings
  3. JMKE
  4. [Form 4] Jersey Mike's Subs Inc. Insider Trading Activity

Jersey Mike's Subs Inc. (JMKE) affiliates convert units and sell 29.7M shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Entities affiliated with Submarine Buyer LLC, Boardwalk Aggregator funds and related Blackstone-managed vehicles reported a series of indirect transactions in Jersey Mike's Subs Inc. On July 31, 2026 they converted 6,593,919 Common Units of Jersey Mike's HoldCo, LLC into an equal number of Class A Common Stock shares, then sold 29,695,652 Class A shares at $21.85 per share, reflecting the $23.00 secondary public offering price less a $1.15 underwriting discount. An equivalent number of Class B Common Stock shares, which carry voting rights but no economic value, were automatically cancelled upon sale of the corresponding Common Units. Following the derivative conversion and related entity-level restructuring, the reporting entities show 53,842,047 Common Units and corresponding Class B shares remaining, all held indirectly with beneficial ownership disclaimed except to the extent of pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Submarine Buyer LLC, Boardwalk II Aggregator L.P., Submarine Buyer Holdco LLC, Boardwalk I Aggregator L.P., BCP 9 Holdings Manager L.L.C., Blackstone Management Associates IX L.P., BMA IX L.L.C.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 29,695,652 shs ($648.85M)
Approx. gross sale proceeds $648.85M
Type Security Shares Price Value
Conversion Common Units of Jersey Mike's HoldCo, LLC F1, F3, F5, F6, F7 6,593,919 $0.00 $0.00
Conversion Class A Common Stock F1, F3, F5, F6, F7 6,593,919 -- --
Sale Class A Common Stock F2, F3, F5, F6, F7 6,593,919 $21.85 $144.08M
Sale Class A Common Stock F2, F4, F5, F6, F7 23,101,733 $21.85 $504.77M
Other Class B Common Stock F8, F3, F5, F6, F7 6,593,919 -- --
Holdings After Transaction: Common Units of Jersey Mike's HoldCo, LLC — 53,842,047 shares (Indirect, See Footnotes); Class A Common Stock — 189,138,535 shares (Indirect, See Footnotes); Class B Common Stock — 53,842,047 shares (Indirect, See Footnotes)
Footnotes (8)
  1. F1. Pursuant to the terms of an exchange agreement, dated as of July 29, 2026, holders have the right to exchange their common units of Jersey Mike's HoldCo, LLC ("Common Units") for shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (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.
  2. F2. This amount represents the $23.00 secondary public offering price per share of Class A Common Stock of the Issuer, less the underwriting discount of $1.15 per share sold by the Reporting Persons to the Issuer in connection with the Issuer's initial public offering.
  3. F3. Reflects shares of Class A Common Stock of the Issuer held directly by Submarine Buyer 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.
  4. F4. Reflects securities of the Issuer held directly by Boardwalk II Aggregator L.P.
  5. F5. 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.
  6. F6. 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.
  7. F7. 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.
  8. F8. Shares of the Issuer's 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 held. Upon the sale of the Common Units, an equivalent number of shares of Class B Common Stock were automatically cancelled.
Class A shares sold 29,695,652 shares Total Class A Common Stock sold indirectly by affiliated entities on July 31, 2026
Conversion from Common Units 6,593,919 units/shares Common Units of Jersey Mike's HoldCo, LLC converted into Class A Common Stock on a one-for-one basis
Sale price per share $21.85 per share Net price after $1.15 underwriting discount from $23.00 secondary public offering price
Holdings after transactions 53,842,047 units/shares Common Units and corresponding Class B Common Stock indirectly held following restructuring and conversions
Secondary offering price $23.00 per share Secondary public offering price per share of Class A Common Stock referenced in footnote
Underwriting discount $1.15 per share Underwriting discount per share applied to shares sold by reporting persons
Common Units financial
"exchange their common units of Jersey Mike's HoldCo, LLC ("Common Units") for shares"
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.
secondary public offering price financial
"represents the $23.00 secondary public offering price per share of Class A"
underwriting discount financial
"secondary public offering price per share ... less the underwriting discount of $1.15 per share"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of such Reporting Person's pecuniary interest therein"
Class B Common Stock financial
"Shares of the Issuer's 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 did Jersey Mike's Subs Inc. (JMKE) insiders report in this Form 4?
Affiliated entities reported converting 6,593,919 Common Units into Class A shares and selling a total of 29,695,652 Class A shares, with remaining indirect holdings of 53,842,047 Common Units and corresponding Class B shares.

How many Jersey Mike's Subs Inc. (JMKE) shares were sold and at what price?
Affiliated holders sold 29,695,652 shares of Class A Common Stock at $21.85 per share, which reflects the $23.00 secondary public offering price minus a $1.15 per-share underwriting discount.

What conversion took place in the Jersey Mike's (JMKE) Form 4 filing?
The filing shows a conversion of 6,593,919 Common Units of Jersey Mike's HoldCo, LLC into 6,593,919 shares of Class A Common Stock on a one-for-one basis, under an exchange agreement whose rights do not expire.

How many Jersey Mike's (JMKE) units or shares do the reporting entities hold after these transactions?
After the reported transactions, the entities show indirect holdings of 53,842,047 Common Units and the same number of Class B Common Stock shares, while disclaiming beneficial ownership except to the extent of pecuniary interest.

What happened to Jersey Mike's (JMKE) Class B Common Stock in this Form 4?
For each Common Unit held there is one share of Class B Common Stock, with voting rights but no economic value. Upon the sale of Common Units, an equivalent number of Class B shares were automatically cancelled.

Were the Jersey Mike's (JMKE) Form 4 trades under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox is not checked, and the footnotes do not describe a trading plan, so the reported sales and conversions are not identified as pursuant to a pre-arranged Rule 10b5-1 plan.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Submarine Buyer LLC
(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Jersey Mike's Subs Inc. [ JMKE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock07/31/2026C6,593,919A(1)6,737,618ISee Footnotes(3)(5)(6)(7)
Class A Common Stock07/31/2026S6,593,919D$21.85(2)143,699ISee Footnotes(3)(5)(6)(7)
Class A Common Stock07/31/2026S23,101,733D$21.85(2)189,138,535ISee Footnotes(4)(5)(6)(7)
Class B Common Stock07/31/2026J(8)6,593,919D(8)53,842,047ISee Footnotes(3)(5)(6)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units of Jersey Mike's HoldCo, LLC(1)07/31/2026C6,593,919 (1) (1)Class A Common Stock6,593,919$053,842,047ISee Footnotes(3)(5)(6)(7)
1. Name and Address of Reporting Person*
Submarine Buyer LLC
(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 Aggregator L.P.
(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*
Submarine Buyer Holdco LLC
(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 I Aggregator L.P.
(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*
BCP 9 Holdings Manager L.L.C.
(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*
Blackstone Management Associates IX L.P.
(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*
BMA IX L.L.C.
(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. Pursuant to the terms of an exchange agreement, dated as of July 29, 2026, holders have the right to exchange their common units of Jersey Mike's HoldCo, LLC ("Common Units") for shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (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.
2. This amount represents the $23.00 secondary public offering price per share of Class A Common Stock of the Issuer, less the underwriting discount of $1.15 per share sold by the Reporting Persons to the Issuer in connection with the Issuer's initial public offering.
3. Reflects shares of Class A Common Stock of the Issuer held directly by Submarine Buyer 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.
4. Reflects securities of the Issuer held directly by Boardwalk II Aggregator L.P.
5. 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.
6. 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.
7. 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.
8. Shares of the Issuer's 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 held. Upon the sale of the Common Units, an equivalent number of shares of Class B Common Stock were automatically cancelled.
Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed separate Forms 4.
/s/ See Exhibit 99.108/04/2026
** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR