SEC Form 4 · accession 0000846623-16-000020
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laura J Sloate
10% Owner
Period of report
Aug 24, 2016
Accepted (ET)
Aug 26, 2016 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001620533
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Aug 24, 2016 | C | 10,000 | — | A | 15,000 | D | |
| Class B Common StockF2 | Aug 24, 2016 | J | 10,000 | $0.00 | D | 250,074 | D | |
| Class A Common Stock | Aug 25, 2016 | S | 5,000 | $36.00 | D | 10,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Membership InterestsF1,F3 | — | Aug 24, 2016 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 250,074 | D |
Explanation of responses
- F1Upon the reclassification of the Reporting Person's membership interests in SSE Holdings, LLC ("LLC Interests") in connection with the Issuer's IPO in February 2015, the LLC Interests became convertible into an equal number of shares of Class A Common Stock on a one-for-one basis, or at the election of the issuer, redeemable for cash equal to the volume-weighted average market price of such Class A shares.
- F2Upon the reclassification of the Reporting Person's LLC Interests described above, the Reporting Person was issued one share of Class B Common Stock for each LLC Interest. One share of Class B Common Stock must be surrendered and canceled upon conversion or redemption of each LLC Interest. Effective August 24, 2016, the Reporting Person converted LLC Interests into shares of Class A Common Stock, and an equal number of shares of Class B Common stock were surrendered and cancelled for no consideration.
- F3The LLC Interests may be converted or redeemed at any time and have no expiration date.