SEC Form 4 · accession 0001209191-18-044242
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Leonard Green & Partners, L.P.
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
Jul 25, 2018
Accepted (ET)
Jul 27, 2018 · 4:54 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 | Jul 25, 2018 | C | 626,562 | $0.00 | A | 1,002,499 | D | |
| Class A Common StockF6,F7,F3,F4,F8 | Jul 25, 2018 | C | 45,733 | $0.00 | A | 73,172 | D | |
| Class A Common StockF9,F3,F4,F10 | holding | — | — | — | 1,301,490 | D | ||
| Class A Common StockF11,F12 | holding | — | — | — | 1,032 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF14,F15,F2,F3,F4,F5,F13 | — | Jul 25, 2018 | C | 626,562 | D | — | — | Class A Common Stock | 626,562 | 1,181,199 | D |
| Class B Common StockF16,F15,F3,F4,F7,F8,F13 | — | Jul 25, 2018 | C | 45,733 | D | — | — | Class A Common Stock | 45,733 | 86,217 | D |
| Employee Stock Option (right to buy)F18,F19,F17 | $34.62 | holding | — | — | — | May 19, 2017 | May 19, 2026 | Class A Common Stock | 2,003 | 10,254 | I |
| Employee Stock Option (right to buy)F18,F19,F20 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 10,254 | I |
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 13 to this Form 4.
- F10Each of GEI 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 Side 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.
- F11Represents shares of A-Common of the Issuer underlying restricted stock units awarded to Mr. Jonathan D. Sokoloff, pursuant to the Issuer's 2015 Incentive Award Plan, as amended, and the Issuer's Non-Employee Director Compensation Policy on June 12, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to Mr. Sokoloff's continued service with the Issuer. Of the 1,032 shares of A-Common reported, 642 vested on June 12, 2018 and 390 will vest on June 12, 2019.
- F12Represents shares owned by Mr. Sokoloff.
- F13Pursuant 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).
- F14Represents shares paired with LLC Interests on a one-to-one basis by GEI VI and exchanged for shares of A-Common.
- F15Not applicable.
- F16Represents shares paired with LLC Interests on a one-to-one basis by Malted and exchanged for shares of A-Common.
- F17These options vested on May 19, 2017.
- F18Represents options granted in respect of Mr. Sokoloff's service on the Issuer's board of directors. Of the 10,254 options reported, 8,251 vested on January 29, 2016 and 2,003 vested on May 19, 2017.
- F19The 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 LGP. LGP 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 such options.
- F2Represents shares owned by GEI VI.
- F20These options vested on January 29, 2016.
- 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 shares of Class B Common Stock, par value $0.001 per share ("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 13 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.
- F9Represents shares owned by GEI Side VI.
Remarks
Mr. Jonathan D. Sokoloff is a member of the board of directors of the Issuer, and he is also an indirect limited partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, and Malted (the "LGP Entities"). Accordingly, Mr. Sokoloff may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.