SEC Form 4 · accession 0001209191-16-150690
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
Nov 14, 2016
Accepted (ET)
Nov 16, 2016 · 6:55 pm EST
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 | Nov 14, 2016 | S | 25,331 | $38.41 | D | 2,497,649 | I | See footnote |
| Class A Common StockF5,F6,F7,F4 | Nov 14, 2016 | S | 24,669 | $38.98 | D | 2,472,980 | I | See footnote |
| Class A Common StockF8,F9,F10,F4 | Nov 15, 2016 | S | 48,584 | $38.15 | D | 2,424,396 | I | See footnote |
| Class A Common StockF11,F12,F13,F4 | Nov 15, 2016 | S | 1,416 | $38.72 | D | 2,422,980 | I | See footnote |
| Class A Common StockF14,F15,F16,F4 | Nov 16, 2016 | S | 31,943 | $36.64 | D | 2,391,037 | I | See footnote |
| Class A Common StockF17,F18,F19,F4 | Nov 16, 2016 | S | 18,057 | $37.32 | D | 2,372,980 | 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)F21,F20 | $34.62 | holding | — | — | — | May 19, 2017 | May 19, 2026 | Class A Common Stock | 2,003 | 10,254 | D |
| Employee Stock Option (right to buy)F21,F22 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 10,254 | D |
| Class B Common StockF25,F26,F23,F24 | — | holding | — | — | — | — | — | Class A Common Stock | — | 2,671,904 | 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, 15,177 were sold by GEI VI, 9,046 were sold by GEI Side VI, and 1,108 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, 567,679 are owned by GEI VI, 1,819,908 are owned by GEI Side VI, and 36,809 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, 849 were sold by GEI VI, 506 were sold by GEI Side VI, and 61 were sold by Malted.
- F12This transaction was executed in multiple trades at prices ranging from $38.63 to $38.92. 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, 566,830 are owned by GEI VI, 1,819,402 are owned by GEI Side VI, and 36,748 are owned by Malted.
- F14Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 19,139 were sold by GEI VI, 11,407 were sold by GEI Side VI, and 1,397 were sold by Malted.
- F15This transaction was executed in multiple trades at prices ranging from $36.14 to $37.13. 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.
- F16Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 547,691 are owned by GEI VI, 1,807,995 are owned by GEI Side VI, and 35,351 are owned by Malted.
- F17Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 10,819 were sold by GEI VI, 6,448 were sold by GEI Side VI, and 790 were sold by Malted.
- F18This transaction was executed in multiple trades at prices ranging from $37.14 to $37.71. 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.
- F19Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 536,872 are owned by GEI VI, 1,801,547 are owned by GEI Side VI, and 34,561 are owned by Malted.
- F2This transaction was executed in multiple trades at prices ranging from $37.76 to $38.75. 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.
- F20These options will vest on May 19, 2017.
- F21The 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.
- F22These options vested on January 29, 2016.
- F23Pursuant 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).
- F24Not applicable.
- F25Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 2,485,837 are owned by GEI VI and 186,067 are owned by Malted.
- F26Mr. 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, 611,570 are owned by GEI VI, 1,846,066 are owned by GEI Side VI, and 40,013 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, 14,781 were sold by GEI VI, 8,809 were sold by GEI Side VI, and 1,079 were sold by Malted.
- F6This transaction was executed in multiple trades at prices ranging from $38.76 to $39.45. 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, 596,789 are owned by GEI VI, 1,837,257 are owned by GEI Side VI, and 38,934 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, 29,110 were sold by GEI VI, 17,349 were sold by GEI Side VI, and 2,125 were sold by Malted.
- F9This transaction was executed in multiple trades at prices ranging from $37.63 to $38.62. 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.