SEC Form 4 · accession 0001209191-16-123801
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
May 24, 2016
Accepted (ET)
May 26, 2016 · 7:24 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,F5,F6 | May 24, 2016 | S | 29,958 | $34.77 | D | 493,726 | D | |
| Class A Common StockF7,F2,F8,F4,F5,F9 | May 24, 2016 | S | 2,187 | $34.77 | D | 29,506 | D | |
| Class A Common StockF10,F2,F11,F4,F5,F12 | May 24, 2016 | S | 17,855 | $34.77 | D | 2,385,211 | D | |
| Class A Common StockF1,F13,F3,F4,F5,F6 | May 25, 2016 | S | 29,958 | $35.02 | D | 463,768 | D | |
| Class A Common StockF7,F13,F8,F4,F5,F9 | May 25, 2016 | S | 2,187 | $35.02 | D | 27,319 | D | |
| Class A Common StockF10,F13,F11,F4,F5,F12 | May 25, 2016 | S | 17,855 | $35.02 | D | 2,367,356 | D | |
| Class A Common StockF1,F14,F3,F4,F5,F6 | May 26, 2016 | S | 29,958 | $36.70 | D | 433,810 | D | |
| Class A Common StockF7,F14,F8,F4,F5,F9 | May 26, 2016 | S | 2,187 | $36.70 | D | 25,132 | D | |
| Class A Common StockF10,F14,F11,F4,F5,F12 | May 26, 2016 | S | 17,855 | $36.70 | D | 2,349,501 | 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 StockF3,F4,F5,F6,F15,F16 | — | holding | — | — | — | — | — | Class A Common Stock | — | 3,508,297 | D |
| Class B Common StockF4,F5,F8,F9,F15,F16 | — | holding | — | — | — | — | — | Class A Common Stock | — | 262,601 | D |
| Employee Stock Option (right to buy)F18,F19,F17 | $34.62 | holding | — | — | — | May 29, 2017 | May 19, 2026 | Class A Common Stock | 2,003 | 10,254 | I |
| Employee Stock Option (right to buy)F18,F19,F20 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 10,254 | I |
Explanation of responses
- F1Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer sold by Green Equity Investors VI, L.P. ("GEI VI").
- F10Represents shares sold by GEI Side VI.
- F11Represents shares owned by GEI Side VI.
- F12Each 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.
- F13This 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. 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.
- F14This 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. 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.
- F15Pursuant 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).
- F16Not applicable.
- F17These options will vest on May 19, 2017.
- F18Represents options granted in respect of Mr. Sokoloff's service on the Issuer's board of directors. Of the 10,254 options reported, 8,251 vested on January 29, 2016 and 2,003 will vest on May 19, 2017.
- F19The 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.
- 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. 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.
- F20These options vested on January 29, 2016.
- F3Represents shares owned by GEI VI.
- F4GEI 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.
- F5Each 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 shares of Class B Common Stock, par value $0.001 per share ("B-Common") and limited liability company interests (the "LLC Interests") of SSE Holdings, LLC owned by GEI VI and Malted (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.
- F6Each 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.
- F7Represents shares sold by Malted.
- F8Represents shares owned by Malted.
- F9Each 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.
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.