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Jersey Mike's Subs Inc.·3

Jul 30, 4:35 PM ET

BMA IX L.L.C. 3

3 · Jersey Mike's Subs Inc. · Filed Jul 30, 2026

Insider Transaction Report

Form 3
Period: 2026-07-30
Jersey Mike's Subs Inc.JMKE
Submarine Buyer LLC
10% Owner
Holdings

  • Class A Common Stock

    [F1][F3][F6][F7]
    (indirect: See Footnotes)
    143,699

  • Class A Common Stock

    [F2][F3][F6][F7]
    (indirect: See Footnotes)
    212,240,268

  • Class B Common Stock

    [F4][F1][F3][F6][F7]
    (indirect: See Footnotes)
    60,435,966

  • Common Units of Jersey Mike's HoldCo, LLC

    [F5][F1][F3][F6][F7]
    (indirect: See Footnotes)
    → Class A Common Stock (60,435,966 underlying)
Footnotes (7)
  • [F1]Reflects securities of Jersey Mike's Subs Inc. (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.
  • [F2]Reflects securities of the Issuer held directly by Boardwalk II Aggregator L.P. (together with Submarine Buyer LLC, the "Blackstone Funds").
  • [F3]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.
  • [F4]Shares of 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 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.
  • [F5]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 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.
  • [F6]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.
  • [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, 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.
Signature
/s/ See Exhibit 99.1|2026-07-30

Documents

2 files