SEC Form 3 · accession 0001179110-15-002743
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 · 9:22 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 | — | — | — | 500 | D | ||
| CLASS B COMMON STOCKF2,F3 | holding | — | — | — | 16,977 | I | BY TRUST |
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,F4,F5 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 16,977 | — | I |
Explanation of responses
- F1Represents shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), purchased by Benjamin H. Harris under Shake Shack Inc.'s (the "Issuer") Directed Share Program using personal funds.
- F2Acquired by the Benjamin Harris Family Trust (the "Trust") 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 Trust, of which Benjamin Harris and Hilary G. Harris are co-trustees. Each of Benjamin H. Harris and Hilary G. Harris disclaims beneficial ownership over such shares and LLC Interests, as applicable, except to the extent of his / her pecuniary interest therein.
- 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. The units in SSE Holdings, LLC held by the Trust 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 Benjamin H. Harris, Exhibit 24.2 - Power of Attorney for the Benjamin Harris Family Trust dtd. 12/23/92 and Exhibit 24.3 - Power of Attorney for Hilary G. Harris