SEC Form 4 · accession 0001140361-16-057530
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ACG SHACK LLC
10% Owner
Period of report
Mar 8, 2016
Accepted (ET)
Mar 11, 2016 · 6:37 pm EST
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 | Mar 8, 2016 | J | 250,000 | — | A | 250,000 | D | |
| CLASS A COMMON STOCK | Mar 9, 2016 | S | 50,000 | $35.91 | D | 200,000 | D | |
| CLASS A COMMON STOCK | Mar 10, 2016 | S | 50,000 | $35.27 | D | 150,000 | D | |
| CLASS A COMMON STOCK | Mar 11, 2016 | S | 50,000 | $34.85 | D | 100,000 | 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 InterestsF3 | — | Mar 8, 2016 | C | 250,000 | D | — | — | CLASS B COMMON STOCK | 250,000 | 468,500 | D |
| CLASS B COMMON STOCKF2 | — | Mar 8, 2016 | J | 250,000 | A | — | — | CLASS A COMMON STOCK | 250,000 | 250,000 | D |
| CLASS B COMMON STOCKF2 | — | Mar 8, 2016 | J | 250,000 | D | — | — | CLASS A COMMON STOCK | 250,000 | 0 | D |
Explanation of responses
- F1Shares obtained upon redemption of common membership interests in SSE Holdings. LLC (the "LLC interests") for an equal number of shares of the Issuer's Class B Common Stock, which are convertible into an equal number of the Issuer's Class A Common Stock, as explained in note 2 below.
- F2Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC interests for shares of Class A Common Stock.
- F3The LLC Interests are redeemable for an equal number of shares of the issuer's Class B Common Stock or, at the election of the issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.