SEC Form 4 · accession 0001620533-15-000089
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Audrey H Meyer
10% Owner
Period of report
Aug 18, 2015
Accepted (ET)
Aug 20, 2015 · 6:30 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 | 978,546 | — | A | 1,008,646 | I | BY SPOUSE |
| CLASS A COMMON STOCKF3 | Aug 18, 2015 | S | 978,546 | $57.75 | D | 30,100 | I | BY SPOUSE |
| CLASS B COMMON STOCKF4,F5 | Aug 18, 2015 | J | 978,546 | — | D | 5,783,441 | 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 InterestsF6,F7 | — | Aug 18, 2015 | C | 978,546 | D | — | — | CLASS A COMMON STOCK | 978,546 | 5,783,441 | 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.
- F2Following the reported transaction, 598,928 shares of Class A Common Stock were held directly by Daniel H. Meyer, Audrey Meyer's spouse, 379,618 shares of Class A Common Stock were held indirectly by Daniel Meyer through Gramercy Tavern Corp, and 30,100 shares of Class A Common Stock were held indirectly by Daniel Meyer through the Daniel H. Meyer Investment Trust. Audrey Meyer disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein. For more information, see the Form 4 filed by Daniel Meyer on August 20, 2015.
- F3Held indirectly by Daniel Meyer through the Daniel H. Meyer Investment Trust. Audrey Meyer disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein.
- F4Pursuant 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.
- F5Following the reported transaction, 1,270,136 of the shares of Class B Common Stock are held directly by Daniel H. Meyer, 2,690,263 of the shares of Class B Common Stock are held indirectly by Daniel Meyer through Gramercy Tavern Corp, 1,727,804 shares of Class B Common Stock are held indirectly by Daniel Meyer through Union Square Cafe Corp., and 95,238 shares of Class B Common Stock are held indirectly by Daniel Meyer through Union Square Hospitality Group, LLC. Audrey H. Meyer disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein. An additional 590,921 shares of Class B Common Stock are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 (the "Trust"), as to which the reporting person is a trustee and beneficiary. Audrey Meyer disclaims beneficial ownership of shares held by the Trust except to the extent of her pecuniary interest therein. For more information, see the Form 4 filed by Daniel Meyer on August 20, 2015.
- F6The 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.
- F7Of the 978,546 LLC Interests redeemed, 598,928 were held directly by Daniel Meyer and 379,618 were held indirectly by Daniel Meyer through Gramercy Tavern Corp. Audrey H. Meyer disclaims beneficial ownership of the LLC Interests, except to the extent of her pecuniary interest therein. For more information, see the Form 4 filed by Daniel Meyer on August 20, 2015.