SEC Form 4 · accession 0001209191-15-066350
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
LEONARD GREEN PARTNERS LP
Director · 10% Owner
LGP MANAGEMENT INC
Director · 10% Owner
Green Equity Investors VI, L.P.
Director · 10% Owner
Green Equity Investors Side VI, L.P.
Director · 10% Owner
LGP Malted Coinvest LLC
Director · 10% Owner
GEI Capital VI, LLC
Director · 10% Owner
Green VI Holdings, LLC
Director · 10% Owner
PERIDOT COINVEST MANAGER LLC
Director · 10% Owner
Period of report
Aug 13, 2015
Accepted (ET)
Aug 17, 2015 · 5:45 pm EDT
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,F2,F3,F4 | Aug 13, 2015 | C | 724,289 | $0.00 | A | 861,300 | D | |
| Class A Common StockF5,F2,F3,F4 | Aug 13, 2015 | C | 54,214 | $0.00 | A | 54,214 | D | |
| Class A Common StockF6,F7,F2,F3,F4 | Aug 13, 2015 | S | 742,762 | $57.75 | D | 118,538 | D | |
| Class A Common StockF5,F2,F3,F4 | Aug 13, 2015 | S | 54,214 | $57.75 | D | 0 | D | |
| Class A Common StockF8,F9,F2,F3,F4 | Aug 13, 2015 | S | 442,687 | $57.75 | D | 2,840,627 | D | |
| Class A Common StockF10 | Aug 14, 2015 | G | 20,000 | $0.00 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF12,F13,F2,F3,F4,F14,F11 | — | Aug 13, 2015 | C | 724,289 | D | — | — | Class A Common Stock | 724,289 | 4,647,613 | D |
| Class B Common StockF15,F13,F2,F3,F4,F16,F11 | — | Aug 13, 2015 | C | 54,214 | D | — | — | Class A Common Stock | 54,214 | 347,881 | D |
| Employee Stock Option (right to buy)F18,F17 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 8,251 | I |
Explanation of responses
- F1Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer issued to, and substantially simultaneously sold by, Green Equity Investors VI, L.P. ("GEI VI") in connection with the closing of an underwritten secondary offering (the "Offering"). The shares were issued in exchange for an equivalent number of shares of Class B common stock, par value $0.001 per share ("B-Common") of the Issuer and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC, pursuant to the exchange right described in note 11 to this Form 4.
- F10Represents shares gifted by Jonathan D. Sokoloff to a trust, the beneficiaries of which are members of Mr. Sokoloff's family.
- F11Shares of B-Common can be paired with LLC Interests on a one-to-one basis and delivered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election); provided, that Equity Interests other than those exchanged or sold as disclosed herein are subject to a lock-up agreement and cannot be sold or transferred without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
- F12Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common in connection with the Offering.
- F13Not applicable.
- F14Represents shares owned by GEI VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
- F15Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common in connection with the Offering.
- F16Represents shares owned by Malted following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
- F17These options will vest on January 29, 2016.
- F18The options reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of LGP. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.
- F2GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Malted Coinvest LLC ("Malted") and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
- F3Each of GEI VI, GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the A-Common owned by GEI VI, GEI Side VI, or Malted or the B-Common and LLC Interests owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.
- F4Each of GEI Side VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest in GEI VI and GEI Side VI, and, with respect to GEI VI, GEI Side VI, and Malted, except to the extent of GEI VI's, GEI Side VI's, and Malted's direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- F5Represents shares of A-Common sold by Malted in connection with the Offering. The shares reported on this row were issued to, and substantially simultaneously sold by, Malted in exchange for an equivalent number of shares of B-Common and LLC Interests pursuant to the exchange right described in note 11 to this Form 4.
- F6Represents shares sold by GEI VI in the Offering.
- F7Represents shares owned by GEI VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
- F8Represents shares sold by GEI Side VI in connection with the Offering.
- F9Represents shares owned by GEI Side VI following the Offering. These shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.