0001193125-26-332933.txt : 20260804 0001193125-26-332933.hdr.sgml : 20260804 20260804163005 ACCESSION NUMBER: 0001193125-26-332933 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260730 FILED AS OF DATE: 20260804 DATE AS OF CHANGE: 20260804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEN MICHELE CENTRAL INDEX KEY: 0001768145 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-43426 FILM NUMBER: 261239223 MAIL ADDRESS: STREET 1: WYNDHAM HOTELS & RESORTS, INC. STREET 2: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jersey Mike's Subs Inc. CENTRAL INDEX KEY: 0002127043 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 1 COMMVAULT WAY S300 CITY: TINTON FALLS STATE: NJ ZIP: 07724 BUSINESS PHONE: (732) 223-4044 MAIL ADDRESS: STREET 1: 1 COMMVAULT WAY S300 CITY: TINTON FALLS STATE: NJ ZIP: 07724 4 1 ownership.xml 4 X0609 4 2026-07-30 false 0002127043 Jersey Mike's Subs Inc. JMKE 0001768145 ALLEN MICHELE false C/O JERSEY MIKE'S SUBS INC. 1 COMMVAULT WAY, SUITE 300 TINTON FALLS NJ 07724 false true false false Chief Financial Officer false Class A Common Stock 2026-07-30 4 A false 43 A 43 D Class B Common Stock 2026-07-30 4 A false 18675 A 18675 D Class A Common Stock 2026-07-31 4 P false 10000 23.00 A 10043 D Class A Common Stock 2026-07-31 4 P false 1500 23.00 A 1500 I By Son Class A Common Stock 2026-07-31 4 P false 1500 23.00 A 1500 I By Daughter Common Units of Jersey Mike's HoldCo, LLC 2026-07-30 4 A false 18675 A Class A Common Stock 18675 18675 I See Footnote Incentive Units of Jersey Mike's HoldCo, LLC 25.70 2026-07-30 4 A false 272135.8 A Class A Common Stock 272135.8 272135.8 I See Footnotes These securities were acquired in connection with the reclassification of the interests of Mike's HoldCo, LLC prior to the Jersey Mike's Subs Inc. (the "Issuer") initial public offering (as more fully described in the Registration Statement on Form S-1). These securities were previously reported on the Reporting Person's Form 3 filed on July 30, 2026. Shares of Class B common stock ("Class B Common Stock") of the Issuer 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. Reflects shares of Class A Common Stock of the Issuer purchased pursuant to a directed share program in connection with the Issuer's initial public offering. Pursuant to the terms of an exchange agreement, dated as of July 29, 2026 (the "Exchange Agreement"), 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. Such Common Units are held indirectly through Jersey Mike's Management Aggregator LLC. Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of common units of Jersey Mike's HoldCo, LLC ("Common Units") generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Issuer Class A Common Stock), subject to certain adjustments. Common Units are exchangeable on a one-for-one basis for shares of Issuer Class A Common Stock pursuant to the terms of an exchange agreement, dated as of July 29, 2026. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC. These Incentive Units vest in five equal annual installments beginning on December 2, 2026. /s/ Erin Conway, Attorney-in-Fact 2026-08-04