SEC Form 4 · accession 0001209191-17-039988
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 12, 2017
Accepted (ET)
Jun 14, 2017 · 8:10 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 | Jun 12, 2017 | A | 642 | $0.00 | A | 642 | D | |
| Class A Common StockF2,F3 | holding | — | — | — | 2,122,980 | 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)F5,F4 | $34.62 | holding | — | — | — | May 19, 2017 | May 19, 2026 | Class A Common Stock | 2,003 | 10,254 | D |
| Employee Stock Option (right to buy)F5,F6 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 10,254 | D |
| Class B Common StockF9,F10,F7,F8 | — | 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") of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2017. The restricted stock units represent the right to receive shares of A-Common and vest on June 12, 2018, subject to the reporting person's continued service with the Issuer.
- F10Mr. 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.
- F2Represents shares owned 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 reported, 387,079 are owned by GEI VI, 1,712,272 are owned by GEI Side VI, and 23,629 are owned by Malted.
- 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.
- F4These options vested on May 19, 2017.
- F5The 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 vested on May 19, 2017.
- F6These options vested on January 29, 2016.
- F7Pursuant 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).
- F8Not applicable.
- F9Represents 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. 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."