SEC Form 4 · accession 0001209191-16-124705
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 27, 2016
Accepted (ET)
Jun 1, 2016 · 5:13 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 | May 27, 2016 | S | 25,000 | $37.09 | D | 2,783,443 | I | See footnote |
| Class A Common StockF5,F6,F7,F4 | May 27, 2016 | S | 25,000 | $37.99 | D | 2,758,443 | I | See footnote |
| Class A Common StockF8,F9,F10,F4 | May 31, 2016 | S | 30,800 | $37.66 | D | 2,727,643 | I | See footnote |
| Class A Common StockF11,F12,F13,F4 | May 31, 2016 | S | 19,200 | $38.22 | D | 2,708,443 | I | See footnote |
| Class A Common StockF14,F15,F4 | May 31, 2016 | C | 157,000 | $0.00 | A | 2,865,443 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF20,F21,F22,F23,F19 | — | May 31, 2016 | C | 157,000 | D | — | — | Class A Common Stock | 157,000 | 3,613,898 | I |
| Employee Stock Option (right to buy)F17,F16 | $34.62 | holding | — | — | — | May 19, 2017 | May 19, 2026 | Class A Common Stock | 2,003 | 10,254 | D |
| Employee Stock Option (right to buy)F17,F18 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 10,254 | D |
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, 14,979 were sold by GEI VI, 8,928 were sold by GEI Side VI, and 1,093 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, 385,398 are owned by GEI VI, 2,320,647 are owned by GEI Side VI, and 21,598 are owned by Malted.
- F11Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 11,504 were sold by GEI VI, 6,856 were sold by GEI Side VI, and 840 were sold by Malted.
- F12This transaction was executed in multiple trades at prices ranging from $38.15 to $38.39. 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.
- F13Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 373,894 are owned by GEI VI, 2,313,791 are owned by GEI Side VI, and 20,758 are owned by Malted.
- F14Represents shares of A-Common issued to GEI VI and Malted in exchange for an equivalent number of shares of B-Common and LLC Interests, pursuant to the exchange right described in note 19 to this Form 4. Of the newly-issued shares of A-Common reported in this row, 146,067 were issued to GEI VI, and 10,933 were issued to Malted.
- F15Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 519,961 are owned by GEI VI, 2,313,791 are owned by GEI Side VI, and 31,691 are owned by Malted.
- F16These options will vest on May 19, 2017.
- F17The 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.
- F18These options vested on January 29, 2016.
- F19Pursuant 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).
- F2This transaction was executed in multiple trades at prices ranging from $36.60 to $37.58. 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.
- F20Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and Malted and exchanged for shares of A-Common. Of the shares of reported in this row, 146,067 were issued to GEI VI, and 10,933 were issued to Malted.
- F21Not applicable.
- F22Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 3,362,230 are owned by GEI VI and 251,668 are owned by Malted.
- F23Mr. 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.
- F3Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 418,831 are owned by GEI VI, 2,340,573 are owned by GEI Side VI, and 24,039 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, 14,979 were sold by GEI VI, 8,927 were sold by GEI Side VI, and 1,094 were sold by Malted.
- F6This transaction was executed in multiple trades at prices ranging from $37.60 to $38.54. 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, 403,852 are owned by GEI VI, 2,331,646 are owned by GEI Side VI, and 22,945 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, 18,454 were sold by GEI VI, 10,999 were sold by GEI Side VI, and 1,347 were sold by Malted.
- F9This transaction was executed in multiple trades at prices ranging from $37.14 to $38.13. 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.