SEC Form 4 · accession 0001209191-16-123800

Shake Shack Inc. · SHAK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jonathan D Sokoloff

Director · 10% Owner

Period of report

May 24, 2016

Accepted (ET)

May 26, 2016 · 7:23 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 Stock^F1,F2,F3,F4	May 24, 2016	S	50,000	$34.77	D	2,908,443	I	See footnote
Class A Common Stock^F5,F6,F7,F4	May 25, 2016	S	50,000	$35.02	D	2,858,443	I	See footnote
Class A Common Stock^F8,F9,F10,F4	May 26, 2016	S	50,000	$36.70	D	2,808,443	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
Employee Stock Option (right to buy)^F12,F11	$34.62	holding	—	—	—	May 19, 2017	May 19, 2026	Class A Common Stock	2,003	10,254	D
Employee Stock Option (right to buy)^F12,F13	$21.00	holding	—	—	—	Jan 29, 2016	Jan 29, 2025	Class A Common Stock	8,251	10,254	D
Class B Common Stock^{F16,F17,F14,F15}	—	holding	—	—	—	—	—	Class A Common Stock	—	3,770,898	I

Explanation of responses

F1Represents shares of Class A common stock, par value $0.001 per share ("A-Common") sold by Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), and LGP Malted Coinvest LLC ("Malted"). Of the shares of A-Common sold, 29,958 were sold by GEI VI, 17,855 were sold by GEI Side VI, and 2,187 were sold by Malted. GEI VI's, GEI Side VI's, and Malted's A-Common, together with GEI VI's and Malted's B-Common and LLC Interests, are collectively referred to herein as the "Equity Interests."
F10Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 433,810 are owned by GEI VI, 2,349,501 are owned by GEI Side VI, and 25,132 are owned by Malted.
F11These options will vest on May 19, 2017.
F12The 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 Leonard Green & Partners, L.P. Of the 10,254 options reported, 8,251 vested on January 29, 2016 and 2,003 will vest on May 19, 2017.
F13These options vested on January 29, 2016.
F14Pursuant 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).
F15Not applicable.
F16Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 3,508,297 are owned by GEI VI and 262,601 are owned by Malted.
F17Mr. Sokoloff 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 the Equity Interests. Mr. Sokoloff disclaims beneficial ownership of the Equity Interests held by each of GEI VI, GEI Side VI, and Malted except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2This transaction was executed in multiple trades at prices ranging from $34.36 to $35.12. The price reported above reflects the weighted average sale price. Mr. Sokoloff hereby undertakes 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.
F3Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 493,726 are owned by GEI VI, 2,385,211 are owned by GEI Side VI, and 29,506 are owned by Malted.
F4Mr. Sokoloff 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 the shares owned by GEI VI, GEI Side VI, and Malted. Mr. Sokoloff disclaims beneficial ownership of the shares owned by each of GEI VI, GEI Side VI, and Malted, except to the extent of his pecuniary interest in GEI VI and GEI Side VI, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F5Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 29,958 were sold by GEI VI, 17,855 were sold by GEI Side VI, and 2,187 were sold by Malted.
F6This transaction was executed in multiple trades at prices ranging from $34.80 to $35.30. The price reported above reflects the weighted average sale price. Mr. Sokoloff hereby undertakes 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.
F7Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 463,768 are owned by GEI VI, 2,367,356 are owned by GEI Side VI, and 27,319 are owned by Malted.
F8Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 29,958 were sold by GEI VI, 17,855 were sold by GEI Side VI, and 2,187 were sold by Malted.
F9This transaction was executed in multiple trades at prices ranging from $36.40 to $37.00. The price reported above reflects the weighted average sale price. Mr. Sokoloff hereby undertakes 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.