Jersey Mike's Subs Inc.

08/27/2026 | Press release | Distributed by Public on 08/27/2026 10:11

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Abu Dhabi Investment Authority
2. Issuer Name and Ticker or Trading Symbol
Jersey Mike's Subs Inc. [JMKE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
211 CORNICHE STREET, PO BOX 3600,
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
(Street)
ABU DHABI
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/25/2026 S 382,134(1) D $21.85(1)(2) 35,732,138(3) I(2)(3) See Explanation(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Abu Dhabi Investment Authority
211 CORNICHE STREET, PO BOX 3600
ABU DHABI
X
Platinum International Investment Holding RSC Ltd
LEVEL 26, AL KHATEM TOWER, ABU DHABI
GLOBAL MARKET SQUARE, AL MARYAH ISLAND
ABU DHABI
X
Platinum Falcon B 2018 RSC Ltd
LEVEL 26, AL KHATEM TOWER, ABU DHABI
GLOBAL MARKET SQUARE, AL MARYAH ISLAND
ABU DHABI
X

Signatures

ABU DHABI INVESTMENT AUTHORITY, By: /s/ Hamad AlDhaheri, Name: Hamad AlDhaheri, Title: Authorized Signatory, By: /s/ Saif AlMashghouni, Name: Saif AlMashghouni, Title: Authorized Signatory 08/27/2026
**Signature of Reporting Person Date
PLATINUM INTERNATIONAL INVESTMENT HOLDING RSC LIMITED, By: /s/ Saif AlMashghouni, Name: Saif AlMashghouni, Title: Authorized Signatory, By: /s/ Mohamed AlMazrouei, Name: Mohamed AlMazrouei, Title: Authorized Signatory 08/27/2026
**Signature of Reporting Person Date
PLATINUM FALCON B 2018 RSC LIMITED, By: /s/ Saif AlMashghouni, Name: Saif AlMashghouni, Title: Authorized Signatory, By: /s/ Mohamed AlMazrouei, Name: Mohamed AlMazrouei, Title: Authorized Signatory 08/27/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) This amount represents the $23.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer"), less the underwriting discount of $1.15 per share, sold by the Reporting Persons in connection with a partial exercise of the underwriters' option to purchase additional shares.
(2) Platinum Falcon B 2018 RSC Limited ("Platinum Falcon") may be deemed to share the power to dispose of 382,134 shares of Class A Common Stock of the Issuer sold 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.
(3) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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