SEC Form 4 · accession 0001209191-19-019229
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan D Sokoloff
Director
Period of report
Mar 11, 2019
Accepted (ET)
Mar 13, 2019 · 6:59 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 StockF2,F3,F4,F5 | Mar 11, 2019 | S | 700 | $53.00 | D | 1,212,389 | I | See footnote |
| Class A Common StockF6,F7,F8,F5 | Mar 12, 2019 | S | 56,647 | $53.03 | D | 1,155,742 | I | See footnote |
| Class A Common StockF9,F10,F11,F5 | Mar 13, 2019 | S | 128,500 | $53.13 | D | 1,027,242 | I | See footnote |
| Class A Common StockF12 | holding | — | — | — | 1,032 | D |
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)F14,F13 | $34.62 | holding | — | — | — | May 19, 2017 | May 19, 2026 | Class A Common Stock | 2,003 | 10,254 | D |
| Employee Stock Option (right to buy)F14,F13 | $21.00 | holding | — | — | — | Jan 29, 2016 | Jan 29, 2025 | Class A Common Stock | 8,251 | 10,254 | D |
| Class B Common StockF17,F18,F15,F16 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,267,416 | I |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted 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").
- F10This transaction was executed in multiple trades at prices ranging from $53.00 to $53.37. The price reported 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.
- F11Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 193,675 are owned by GEI VI, 819,433 are owned by GEI Side VI, and 14,134 are owned by Malted.
- F12Represents shares of 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, 2018 and June 12, 2017. The restricted stock units represent the right to receive shares of A-Common, subject to the reporting person's continued service with the Issuer. Of the 1,032 shares of A-Common reported, 642 are fully vested and 390 will vest on June 12, 2019.
- F13These options are fully vested.
- 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. These options are fully vested.
- F15Pursuant 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).
- F16Not applicable.
- F17Represents shares of B-Common owned by GEI VI and Malted. Of the shares of B-Common reported on this row, 1,181,199 are owned by GEI VI and 86,217 are owned by Malted.
- F18Mr. 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 of Class A common stock, par value $0.001 per share ("A-Common") sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 419 were sold by GEI VI, 250 were sold by GEI Side VI, and 31 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."
- F3This transaction was executed at the price of $53.00.
- F4Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 304,611 are owned by GEI VI, 885,547 are owned by GEI Side VI, and 22,231 are owned by Malted.
- F5Mr. 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.
- F6Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 33,942 were sold by GEI VI, 20,228 were sold by GEI Side VI, and 2,477 were sold by Malted.
- F7This transaction was executed in multiple trades at prices ranging from $53.00 to $53.11. The price reported 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.
- F8Represents shares owned by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common reported, 270,669 are owned by GEI VI, 865,319 are owned by GEI Side VI, and 19,754 are owned by Malted.
- F9Represents shares of A-Common sold by GEI VI, GEI Side VI, and Malted. Of the shares of A-Common sold, 76,994 were sold by GEI VI, 45,886 were sold by GEI Side VI, and 5,620 were sold by Malted.