08/26/2026 | Press release | Distributed by Public on 08/26/2026 14:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units of Jersey Mike's HoldCo, LLC | (1) | 08/24/2026 | C | 571,237 | (1) | (1) | Class A Common Stock | 571,237 | $ 0 | 53,270,810 | I | See Footnotes(3)(5)(6)(7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Blackstone Holdings II L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
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Blackstone Holdings I/II GP L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
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Blackstone Inc. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
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Blackstone Group Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
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SCHWARZMAN STEPHEN A C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| /s/ See Exhibit 99.1 | 08/26/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 in connection with the underwriters' exercise of their over-allotment option relating to the Issuer's initial public offering. |
| (3) | Reflects securities 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. |
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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. |
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