BCP 9 Holdings Manager L.L.C.'s Form 4 filing
Jersey Mike's Subs Inc. (JMKE) · filed Aug 4, 2026
- Accession no.
- 0001193125-26-332967
- Filed
- Aug 4, 2026, 4:35 PM ET
- Trade date
- Jul 31, 2026
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 4 non-derivative transactions and 1 derivative transaction. Open-market sales total $648.8M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| BCP 9 Holdings Manager L.L.C.CIK 0002138037 | 10% Owner |
| Boardwalk I Aggregator L.P.CIK 0002138039 | 10% Owner |
| Bma IX L.L.C.CIK 0002138050 | 10% Owner |
| Blackstone Management Associates IX L.P.CIK 0002138051 | 10% Owner |
| Boardwalk II Aggregator L.P.CIK 0002145545 | 10% Owner |
| Submarine Buyer Holdco LLCCIK 0002146115 | 10% Owner |
| Submarine Buyer LLCCIK 0002146176 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 31, 2026 | Class A Common Stock | CConversionAcquired | +6,593,919 | –F1 | – | 6,737,618 | Indirect | Duplicate filing |
| Jul 31, 2026 | Class A Common Stock | SSaleDisposed | −6,593,919 | $21.85F2 | −$144,077,130.15 | 143,699 | Indirect | Duplicate filing |
| Jul 31, 2026 | Class A Common Stock | SSaleDisposed | −23,101,733 | $21.85F2 | −$504,772,866.05 | 189,138,535 | Indirect | Duplicate filing |
| Jul 31, 2026 | Class B Common Stock | JOtherDisposed | −6,593,919 | –F8 | – | 53,842,047 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 31, 2026 | Class A Common Stock | CConversionDisposed | −6,593,919 | $0.00 | $0 | 53,842,047 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
Referenced by the price of 1 transaction in Table I.
- F2
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 to the Issuer in connection with the Issuer's initial public offering.
Referenced by the price of 2 transactions in Table I.
- F8
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.
Referenced by the price of 1 transaction in Table I.
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.