SEC Form 4 · accession 0001209191-16-108934
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
Mar 14, 2016
Accepted (ET)
Mar 16, 2016 · 6:50 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 | Mar 14, 2016 | C | 87,640 | $0.00 | A | 197,983 | D | |
| Class A Common StockF5,F2,F3,F6 | Mar 14, 2016 | C | 6,560 | $0.00 | A | 6,560 | D | |
| Class A Common StockF7,F8,F9,F2,F3,F4 | Mar 15, 2016 | S | 29,719 | $34.04 | D | 168,264 | D | |
| Class A Common StockF10,F8,F11,F2,F3,F6 | Mar 15, 2016 | S | 2,169 | $34.04 | D | 4,391 | D | |
| Class A Common StockF12,F8,F13,F2,F3,F14 | Mar 15, 2016 | S | 17,712 | $34.04 | D | 2,626,510 | D | |
| Class A Common StockF7,F15,F9,F2,F3,F4 | Mar 15, 2016 | S | 240 | $34.80 | D | 168,024 | D | |
| Class A Common StockF10,F15,F11,F2,F3,F6 | Mar 15, 2016 | S | 17 | $34.80 | D | 4,374 | D | |
| Class A Common StockF12,F15,F13,F2,F3,F14 | Mar 15, 2016 | S | 143 | $34.80 | D | 2,626,367 | D | |
| Class A Common StockF7,F16,F9,F2,F3,F4 | Mar 16, 2016 | S | 29,958 | $33.59 | D | 138,066 | D | |
| Class A Common StockF10,F16,F11,F2,F3,F6 | Mar 16, 2016 | S | 2,187 | $33.59 | D | 2,187 | D | |
| Class A Common StockF12,F16,F13,F2,F3,F14 | Mar 16, 2016 | S | 17,855 | $33.59 | D | 2,608,512 | D |
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 StockF18,F19,F2,F3,F4,F9,F17 | — | Mar 14, 2016 | C | 87,640 | D | — | — | Class A Common Stock | 87,640 | 4,238,626 | D |
| Class B Common StockF20,F19,F2,F3,F6,F11,F17 | — | Mar 14, 2016 | C | 6,560 | D | — | — | Class A Common Stock | 6,560 | 317,268 | D |
| Employee Stock Option (right to buy)F22,F21 | $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 Green Equity Investors VI, L.P. ("GEI VI"). 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, tendered to the Issuer pursuant to the exchange right described in note 17 to this Form 4.
- F10Represents shares sold by Malted.
- F11Represents shares owned by Malted.
- F12Represents shares sold by GEI Side VI.
- F13Represents shares owned by GEI Side VI.
- F14Each of GEI VI, Malted, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its 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.
- F15This transaction was executed in multiple trades at prices ranging from $34.75 to $34.83. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.
- F16This transaction was executed in multiple trades at prices ranging from $33.40 to $33.84. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.
- F17Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, shares of B-Common can be paired with LLC Interests on a one-to-one basis and tendered to the Issuer in exchange for shares of A-Common (or cash, at the Issuer's election).
- F18Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common.
- F19Not applicable.
- 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.
- F20Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common.
- F21These options vested on January 29, 2016.
- F22The 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.
- 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 on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its 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 issued to Malted. The shares reported on this row were issued to Malted in exchange for an equivalent number of shares of B-Common and LLC Interests tendered to the Issuer pursuant to the exchange right described in note 17 to this Form 4.
- F6Each of GEI VI, GEI Side VI, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Malted, except to the extent of its 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.
- F7Represents shares sold by GEI VI.
- F8This transaction was executed in multiple trades at prices ranging from $33.75 to $34.68. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.
- F9Represents shares owned by GEI VI.
Remarks
Mr. Jonathan D. Sokoloff is a member of the board of directors of the Issuer, and he is also a limited partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, and Malted (the "LGP Entities"). Accordingly, Mr. Sokoloff may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.