SEC Form 4 · accession 0001209191-16-135197

Shake Shack Inc. · SHAK

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents shares of Class A common stock, par value $0.001 per share ("A-Common") issued to Green Equity Investors VI, L.P. ("GEI VI") and LGP Malted Coinvest LLC ("Malted"). 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, pursuant to the exchange right described in note 16 to this Form 4. Of the newly-issued shares of A-Common reported in this row, 292,131 were issued to GEI VI, and 21,867 were issued to Malted.
• F10Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 4,598 were sold by GEI VI, 2,740 were sold by GEI Side VI, and 335 were sold by Malted.
• F11This transaction was executed in multiple trades at prices ranging from $38.88 to $39.65. 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.
• F12Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 342,071 are owned by GEI VI, 2,033,662 are owned by GEI Side VI, and 19,252 are owned by Malted.
• F13These options will vest on May 19, 2017.
• F14The 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.
• F15These options vested on January 29, 2016.
• F16Pursuant 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).
• F17Represents 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, 292,131 were issued to GEI VI, and 21,867 were issued to Malted.
• F18Not applicable.
• F19Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 3,070,099 are owned by GEI VI and 229,801 are owned by Malted.
• F2Represents shares owned by GEI VI, Green Equity Investors Side VI, L.P. ("GEI Side VI"), and Malted. Of the shares of A-Common reported, 401,988 are owned by GEI VI, 2,069,372 are owned by GEI Side VI, and 23,625 are owned by Malted.
• 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.
• F3Mr. 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.
• F4Represents 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. 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."
• F5This transaction was executed in multiple trades at prices ranging from $39.30 to $40.08. 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.
• F6Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 372,030 are owned by GEI VI, 2,051,517 are owned by GEI Side VI, and 21,438 are owned by Malted.
• F7Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 25,361 were sold by GEI VI, 15,115 were sold by GEI Side VI, and 1,851 were sold by Malted.
• F8This transaction was executed in multiple trades at prices ranging from $37.88 to $38.82. 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.
• F9Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 346,669 are owned by GEI VI, 2,036,402 are owned by GEI Side VI, and 19,587 are owned by Malted.