Jersey Mike's (JMKE) Blackstone Holdings II Sells ~29.7M Shares ($649M)

What Happened
Blackstone Holdings II L.P. (reported as a 10% owner) converted common-unit-based derivative rights into Class A common stock and then sold a total of 29,695,652 shares of Jersey Mike's Subs Inc. (JMKE) on July 31, 2026. The sales were executed at $21.85 per share in open market or private transactions, generating gross proceeds of approximately $648,849,996 (about $648.85M). The Form 4 shows the conversion/acquisition of 6,593,919 shares via a derivative conversion and multiple disposition entries (including two sale lots of 6,593,919 and 23,101,733 shares).

Key Details

• Transaction date: July 31, 2026; Form 4 filed August 4, 2026.
• Sale price(s): $21.85 per share.
• Shares sold: 6,593,919 and 23,101,733 (total 29,695,652).
• Proceeds reported: $144,077,130 and $504,772,866 (total ≈ $648,849,996).
• Conversion: 6,593,919 shares reported as resulting from conversion of derivative/security (exchange of common units for Class A shares per footnote F1).
• Shares owned after transaction: Not specified on this Form 4; see footnotes for affiliate holdings and ownership structure.
• Notable footnotes: F1 explains holders can exchange Jersey Mike’s HoldCo common units for Class A shares one-for-one (rights do not expire); F5–F7 detail the Blackstone ownership chain and disclaimers; F8 notes Class B shares automatically cancel upon sale of Common Units.
• Filing timeliness: Form filed Aug 4 for July 31 transactions; the filing does not include a late-filing flag in the summary provided.

Context

• This filing reports institutional sponsor/affiliate activity (a 10% owner), not an individual executive trade — institutional sales can reflect portfolio or liquidity management rather than insider sentiment.
• The sequence (conversion of units into Class A shares followed by immediate sale) is common where pre-IPO or sponsor units are exchanged and monetized; the Form shows conversion and rapid disposition on the same date.
• No purchase/award or executive-option exercise was reported here; the activity is primarily a large-scale disposition by an affiliated holder.