SEC Form 4 · accession 0001209191-16-126275
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
Jun 3, 2016
Accepted (ET)
Jun 7, 2016 · 4:50 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 | Jun 3, 2016 | S | 43,610 | $36.96 | D | 2,721,833 | I | See footnote |
| Class A Common StockF5,F6,F7,F4 | Jun 3, 2016 | S | 6,390 | $37.67 | D | 2,715,443 | I | See footnote |
| Class A Common StockF8,F9,F10,F4 | Jun 6, 2016 | S | 42,850 | $36.15 | D | 2,672,593 | I | See footnote |
| Class A Common StockF11,F12,F13,F4 | Jun 6, 2016 | S | 7,150 | $37.01 | D | 2,665,443 | 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)F15,F14 | $34.62 | holding | — | — | — | May 19, 2017 | May 19, 2026 | Class A Common Stock | 2,003 | 10,254 | D |
| Employee Stock Option (right to buy)F15,F16 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 10,254 | D |
| Class B Common StockF19,F20,F17,F18 | — | holding | — | — | — | — | — | Class A Common Stock | — | 3,613,898 | 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, 26,130 were sold by GEI VI, 15,573 were sold by GEI Side VI, and 1,907 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, 404,412 are owned by GEI VI, 2,244,924 are owned by GEI Side VI, and 23,257 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, 4,285 were sold by GEI VI, 2,553 were sold by GEI Side VI, and 312 were sold by Malted.
- F12This transaction was executed in multiple trades at prices ranging from $36.78 to $37.19. 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, 400,127 are owned by GEI VI, 2,242,371 are owned by GEI Side VI, and 22,945 are owned by Malted.
- F14These options will vest on May 19, 2017.
- F15The 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.
- F16These options vested on January 29, 2016.
- 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).
- F18Not applicable.
- F19Represents 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.
- F2This transaction was executed in multiple trades at prices ranging from $36.51 to $37.50. 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.
- F20Mr. 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, 433,914 are owned by GEI VI, 2,262,508 are owned by GEI Side VI, and 25,411 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, 3,828 were sold by GEI VI, 2,282 were sold by GEI Side VI, and 280 were sold by Malted.
- F6This transaction was executed in multiple trades at prices ranging from $37.51 to $38.17. 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, 430,086 are owned by GEI VI, 2,260,226 are owned by GEI Side VI, and 25,131 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, 25,674 were sold by GEI VI, 15,302 were sold by GEI Side VI, and 1,874 were sold by Malted.
- F9This transaction was executed in multiple trades at prices ranging from $35.76 to $36.75. 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.