SEC Form 4 · accession 0001620533-15-000070
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 18, 2015
Accepted (ET)
Aug 20, 2015 · 6:18 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 | 1,144 | — | A | 1,444 | D | |
| CLASS A COMMON STOCKF2 | Aug 18, 2015 | S | 1,144 | $57.75 | D | 300 | D | |
| CLASS B COMMON STOCKF4,F2 | Aug 18, 2015 | J | 1,144 | — | D | 7,344 | D |
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 | 1,144 | D | — | — | CLASS A COMMON STOCK | 1,144 | 7,344 | D |
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.
- F2Jean Polsky is a trustee of the Jean Polsky Investment Trust dtd 3/21/97 (the "Trust") and has indirect beneficial ownership over the shares and LLC Interests held directly by the Trust. Jack R. Polsky is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Jack R. Polsky on August 20, 2015. Jean Polsky disclaims beneficial ownership over such shares and LLC Interests, as applicable, except to the extent of her pecuniary interest therein.
- 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.