SEC Form 4 · accession 0001179110-15-002083
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey J Uttz
Officer — Chief Financial Officer · 10% Owner
Period of report
Jan 29, 2015
Accepted (ET)
Feb 6, 2015 · 7:16 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 | Feb 4, 2015 | P | 10,000 | $21.00 | A | 10,000 | D | |
| CLASS B COMMON STOCK | Feb 4, 2015 | J | 197,814 | $0.001 | A | 197,814 | D |
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)F3 | $21.00 | Jan 29, 2015 | A | 345,000 | A | — | Jan 29, 2015 | CLASS A COMMON STOCK | 345,000 | 345,000 | D |
| COMMON MEMBERSHIP INTERESTSF4 | — | Feb 4, 2015 | J | 197,814 | A | — | — | CLASS A COMMON STOCK | 197,814 | 197,814 | D |
Explanation of responses
- F1Represents shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), purchased under Shake Shack Inc.'s (the "Issuer") Directed Share Program using personal funds.
- F2Acquired pursuant to a subscription agreement entered into between the Reporting Person and 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.
- F3The option vests in five equal annual installments on each of the next five anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer.
- F4Represents 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.
- F5Issued 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.