SEC Form 4 · accession 0001620533-15-000064
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Maria L Garutti
10% Owner
Period of report
Aug 18, 2015
Accepted (ET)
Aug 20, 2015 · 6:17 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 | Aug 18, 2015 | C | 140,728 | — | A | 143,828 | I | BY SPOUSE |
| CLASS A COMMON STOCKF2 | Aug 18, 2015 | S | 140,728 | $57.75 | D | 3,100 | I | BY SPOUSE |
| CLASS B COMMON STOCKF3,F2 | Aug 18, 2015 | J | 140,728 | — | D | 847,051 | I | BY SPOUSE |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Membership InterestsF4,F2 | — | Aug 18, 2015 | C | 140,728 | D | — | — | CLASS A COMMON STOCK | 140,728 | 847,051 | I |
Explanation of responses
- F1Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.
- F2Held directly by Randall J. Garutti, the spouse of Maria L. Garutti. For more information, see the Form 4 filed by Randall J. Garutti on August 20, 2015.
- F3Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.
- F4The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. The LLC Interests have no expiration date.