3: Initial statement of beneficial ownership of securities
Published on
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/30/2026 |
3. Issuer Name and Ticker or Trading Symbol
Jersey Mike's Subs Inc. [ JMKE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Class A Common Stock | 40,525,336 | I(1)(2) | See Explanation(1)(2) |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Platinum Falcon B 2018 RSC Limited ("Platinum Falcon") may be deemed to share the power to dispose of 40,525,336 shares of Class A Common Stock ("Class A Common Stock") held directly by Boardwalk II Aggregator L.P. Platinum International Investment Holdings RSC Limited ("Platinum Holdings") is the sole owner of Platinum Falcon, and Abu Dhabi Investment Authority ("ADIA" and, together with Platinum Falcon and Platinum Holdings, the "Reporting Persons") is the sole owner of Platinum Holdings. Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own the Class A Common Stock reported herein. |
| 2. Each Reporting Person and each other person referenced in this Statement disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, if any, and this Statement shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or any other purpose. |
| ABU DHABI INVESTMENT AUTHORITY, By: /s/ Saif Almashghouni, Name: Saif Almashghouni, Title: Authorized Signatory, By: /s/ Hamad AlDhaheri, Name: Hamad AlDhaheri, Title: Authorized Signatory | 07/30/2026 | |
| PLATINUM INTERNATIONAL INVESTMENT HOLDING RSC LIMITED, By: /s/ Saeed Aldhaheri, Name: Saeed Aldhaheri, Title: Authorized Signatory, By: /s/ Ahmed Almehairbi, Name: Ahmed Almehairbi, Title: Authorized Signatory | 07/30/2026 | |
| PLATINUM FALCON B 2018 RSC LIMITED, By: /s/ Saeed Aldhaheri, Name: Saeed Aldhaheri, Title: Authorized Signatory, By: /s/ Ahmed Almehairbi, Name: Ahmed Almehairbi, Title: Authorized Signatory | 07/30/2026 | |
| ** Signature of Reporting Person | Date |
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 5 (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.