SEC Form 3 · accession 0001179110-15-002723
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 4, 2015
Accepted (ET)
Feb 17, 2015 · 9:03 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 | holding | — | — | — | 30,100 | I | BY SPOUSE | |
| CLASS B COMMON STOCKF2,F3 | holding | — | — | — | 590,921 | I | BY TRUST | |
| CLASS B COMMON STOCKF2,F4 | holding | — | — | — | 6,761,987 | I | BY SPOUSE |
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)F5 | $21.00 | holding | — | — | — | — | Jan 29, 2025 | CLASS A COMMON STOCK | 8,251 | — | I |
| COMMON MEMBERSHIP INTERESTSF3,F6,F7 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 590,921 | — | I |
| COMMON MEMBERSHIP INTERESTSF4,F6,F7 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 6,761,987 | — | I |
Explanation of responses
- F1Held by Daniel Harris Meyer, the spouse of Audrey H. Meyer ("Daniel Meyer"). Daniel Meyer holds 30,100 of such shares directly, and 100 of such shares indirectly through the Daniel H. Meyer Investment Trust. Audrey H. Meyer disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein.
- F2Acquired 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.
- F3Held directly by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12, of which Audrey H. Meyer is a trustee and beneficiary. Jack R. Polsky is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 3 filed by Jack R. Polsky. Audrey H. Meyer disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of her pecuniary interest therein.
- F41,869,064 of such shares and LLC Interests, as applicable, are held directly by Daniel Meyer. 4,892,923 of such shares and LLC Interests, as applicable, are held indirectly by Daniel Meyer through Union Square Cafe Corp., Union Square Hospitality Group, LLC and Gramercy Tavern Corp. For more information, see the Form 3 filed by each such entity and the Form 4 filed by Daniel Meyer on February 6, 2015. Audrey H. Meyer disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of her pecuniary interest therein.
- F5The option vests in full on the first anniversary of the grant date, subject to Daniel Meyer's continued service with the Issuer.
- F6Represents 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.
- F7Issued pursuant to a reclassification of SSE Holdings, LLC that occurred in connection with the closing of the IPO. The units in SSE Holdings, LLC held 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.
Remarks
Exhibit List: Exhibit 24.1 - Power of Attorney for Audrey H. Meyer and Exhibit 24.2 - Power of Attorney for Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12