SEC Form 4 · accession 0001179110-15-002079

Shake Shack Inc. · SHAK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Daniel Harris Meyer

Director · 10% Owner

Period of report

Jan 29, 2015

Accepted (ET)

Feb 6, 2015 · 7:14 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 STOCK^F1	Jan 29, 2015	P	100	$47.00	A	100	I	By Trust
CLASS A COMMON STOCK^F2	Feb 4, 2015	P	30,000	$21.00	A	30,000	D
CLASS B COMMON STOCK	Feb 4, 2015	J	1,869,064	$0.001	A	1,869,064	D
CLASS B COMMON STOCK^F4	Feb 4, 2015	J	590,921	$0.001	A	590,921	I	By Trust
CLASS B COMMON STOCK^F5	Feb 4, 2015	J	95,238	$0.001	A	95,238	I	By LLC
CLASS B COMMON STOCK^F6	Feb 4, 2015	J	1,727,804	$0.001	A	1,727,804	I	By Corp.
CLASS B COMMON STOCK^F7	Feb 4, 2015	J	3,069,881	$0.001	A	3,069,881	I	By Corp.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
STOCK OPTION (RIGHT TO BUY)^F8	$21.00	Jan 29, 2015	A	8,251	A	—	Jan 29, 2025	CLASS A COMMON STOCK	8,251	8,251	D
COMMON MEMBERSHIP INTERESTS^F9	—	Feb 4, 2015	J	1,869,064	A	—	—	CLASS A COMMON STOCK	1,869,064	1,869,064	D
COMMON MEMBERSHIP INTERESTS^F9,F11	—	Feb 4, 2015	J	590,921	A	—	—	CLASS A COMMON STOCK	590,921	590,921	I
COMMON MEMBERSHIP INTERESTS^F9,F12	—	Feb 4, 2015	J	95,238	A	—	—	CLASS A COMMON STOCK	95,238	95,238	I
COMMON MEMBERSHIP INTERESTS^F9,F13	—	Feb 4, 2015	J	1,727,804	A	—	—	CLASS A COMMON STOCK	1,727,804	1,727,804	I
COMMON MEMBERSHIP INTERESTS^F9,F14	—	Feb 4, 2015	J	3,069,881	A	—	—	CLASS A COMMON STOCK	3,069,881	3,069,881	I

Explanation of responses

F1Represents shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 (the "Trust"), of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F10Issued pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO, which reclassification is exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended. The units in SSE Holdings, LLC held by the Reporting Person prior to the reclassification were cancelled as part of the reclassification. The reclassification is further described in the Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, which was filed with the Securities and Exchange Commission on January 20, 2015 as Exhibit 10.3 to Amendment No. 1 of the Issuer's Registration Statement on Form S-1.
F11Represents LLC Interests held by the Trust. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
F12Represents LLC Interests held by USHG. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
F13Represents LLC Interests held by Union Cafe. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
F14Represents LLC Interests held by Gramercy. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
F2Represents shares of Class A Common Stock purchased under Shake Shack Inc.'s (the "Issuer") Directed Share Program using personal funds.
F3Acquired pursuant to a subscription agreement entered into with the Issuer in connection with the closing of the Issuer's initial public offering on February 4, 2015 (the "IPO"). One share of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), was issued for each common membership interest in SSE Holdings, LLC (each an "LLC Interest") received pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed in connection with the IPO, the shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of LLC Interests.
F4Represents shares of Class B Common Stock held by the Trust, of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5Represents shares of Class B Common Stock held by Union Square Hospitality Group, LLC ("USHG"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6Represents shares of Class B Common Stock held by Union Square Cafe Corp ("Union Cafe"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7Represents shares of Class B Common Stock held by Gramercy Tavern Corp. ("Gramercy"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F8The option vests in full on the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer.
F9Represents LLC Interests which are redeemable for an equal number of shares of the Issuer's Class A 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.