SEC Form 4 · accession 0001209191-16-147549
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
Oct 5, 2016
Accepted (ET)
Oct 31, 2016 · 7:55 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 | Oct 5, 2016 | C | 292,131 | $0.00 | A | 686,664 | D | |
| Class A Common StockF6,F7,F3,F4,F8 | Oct 5, 2016 | C | 21,867 | $0.00 | A | 45,494 | 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 StockF10,F11,F2,F3,F4,F5,F9 | — | Oct 5, 2016 | C | 292,131 | D | — | — | Class A Common Stock | 292,131 | 2,485,837 | D |
| Class B Common StockF12,F11,F3,F4,F7,F8,F9 | — | Oct 5, 2016 | C | 21,867 | D | — | — | Class A Common Stock | 21,867 | 186,067 | D |
Explanation of responses
- F1Represents shares of Class A common stock, par value $0.001 per share ("A-Common") of the Issuer issued to Green Equity Investors VI, L.P. ("GEI VI"). 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, tendered to the Issuer pursuant to the exchange right described in note 9 to this Form 4.
- F10Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common.
- F11Not applicable.
- F12Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common.
- F2Represents shares owned by GEI VI.
- F3GEI 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.
- F4Each 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 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.
- F5Each 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.
- F6Represents shares of A-Common issued to Malted. The shares reported on this row were issued to Malted in exchange for an equivalent number of shares of B-Common and LLC Interests tendered to the Issuer pursuant to the exchange right described in note 16 to this Form 4.
- F7Represents shares owned by Malted.
- F8Each 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.
- F9Pursuant 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).