Form: 3

Initial statement of beneficial ownership of securities

Documents

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Blackstone Holdings II L.P.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
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 ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Class A Common Stock 143,699 I See Footnotes(1)(3)(6)(7)
Class A Common Stock 212,240,268 I See Footnotes(2)(3)(6)(7)
Class B Common Stock 60,435,966(4) I See Footnotes(1)(3)(6)(7)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units of Jersey Mike's HoldCo, LLC (5) (5) Class A Common Stock 60,435,966 (5) I See Footnotes(1)(3)(6)(7)
1. Name and Address of Reporting Person*
Blackstone Holdings II L.P.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings I/II GP L.L.C.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Inc.
(Last) (First) (Middle)
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Group Management L.L.C.
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A
(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NY 10154
(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. Reflects securities of the Issuer held directly by Boardwalk II Aggregator L.P. (together with Submarine Buyer LLC, the "Blackstone Funds").
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
Remarks:
Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed separate Forms 3.
/s/ See Exhibit 99.1 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.