SEC Form 4 · accession 0001620533-15-000091
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
HALLIE MEYER QUALIFIED MINOR'S TRUST
10% Owner
Jack R Polsky
10% Owner
PEYTON MEYER QUALIFIED MINOR'S TRUST
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 | 4,578 | — | A | 4,878 | I | BY TRUST |
| CLASS A COMMON STOCKF2 | Aug 18, 2015 | S | 4,578 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F2 | Aug 18, 2015 | J | 4,578 | — | D | 29,376 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F4 | Aug 18, 2015 | C | 1,144 | — | A | 1,444 | I | BY TRUST |
| CLASS A COMMON STOCKF4 | Aug 18, 2015 | S | 1,144 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F4 | Aug 18, 2015 | J | 1,144 | — | D | 7,344 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F5 | Aug 18, 2015 | C | 2,289 | — | A | 2,589 | I | BY TRUST |
| CLASS A COMMON STOCKF5 | Aug 18, 2015 | S | 2,289 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F5 | Aug 18, 2015 | J | 2,289 | — | D | 14,688 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F6 | Aug 18, 2015 | C | 4,578 | $0.00 | A | 4,878 | I | BY TRUST |
| CLASS A COMMON STOCKF6 | Aug 18, 2015 | S | 4,578 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F6 | Aug 18, 2015 | J | 4,578 | — | D | 29,376 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F7 | Aug 18, 2015 | C | 2,289 | — | A | 2,589 | I | BY TRUST |
| CLASS A COMMON STOCKF7 | Aug 18, 2015 | S | 2,289 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F7 | Aug 18, 2015 | J | 2,289 | — | D | 14,688 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F8 | Aug 18, 2015 | C | 4,578 | — | A | 4,878 | I | BY TRUST |
| CLASS A COMMON STOCKF8 | Aug 18, 2015 | S | 4,578 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F8 | Aug 18, 2015 | J | 4,578 | — | D | 29,376 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F9 | Aug 18, 2015 | C | 4,578 | — | A | 4,878 | I | BY TRUST |
| CLASS A COMMON STOCKF9 | Aug 18, 2015 | S | 4,578 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F9 | Aug 18, 2015 | J | 4,578 | — | D | 29,376 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F10 | Aug 18, 2015 | C | 4,578 | — | A | 4,878 | I | BY TRUST |
| CLASS A COMMON STOCKF10 | Aug 18, 2015 | S | 4,578 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F10 | Aug 18, 2015 | J | 4,578 | — | D | 29,376 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F11 | Aug 18, 2015 | C | 3,433 | — | A | 3,733 | I | BY TRUST |
| CLASS A COMMON STOCKF11 | Aug 18, 2015 | S | 3,433 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F11 | Aug 18, 2015 | J | 3,433 | — | D | 22,032 | I | BY TRUST |
| CLASS A COMMON STOCKF1,F12 | Aug 18, 2015 | C | 11,445 | — | A | 11,745 | I | BY TRUST |
| CLASS A COMMON STOCKF12 | Aug 18, 2015 | S | 11,445 | $57.75 | D | 300 | I | BY TRUST |
| CLASS B COMMON STOCKF3,F12 | Aug 18, 2015 | J | 11,445 | — | D | 73,439 | I | BY TRUST |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Membership InterestsF13,F2 | — | Aug 18, 2015 | C | 4,578 | D | — | — | CLASS A COMMON STOCK | 4,578 | 29,376 | I |
| Common Membership InterestsF13,F4 | — | Aug 18, 2015 | C | 1,144 | D | — | — | CLASS A COMMON STOCK | 1,144 | 7,344 | I |
| Common Membership InterestsF13,F5 | — | Aug 18, 2015 | C | 2,289 | D | — | — | CLASS A COMMON STOCK | 2,289 | 14,688 | I |
| Common Membership InterestsF13,F6 | — | Aug 18, 2015 | C | 4,578 | D | — | — | CLASS A COMMON STOCK | 4,578 | 29,376 | I |
| Common Membership InterestsF13,F7 | — | Aug 18, 2015 | C | 2,289 | D | — | — | CLASS A COMMON STOCK | 2,289 | 14,688 | I |
| Common Membership InterestsF13,F8 | — | Aug 18, 2015 | C | 4,578 | D | — | — | CLASS A COMMON STOCK | 4,578 | 29,376 | I |
| Common Membership InterestsF13,F9 | — | Aug 18, 2015 | C | 4,578 | D | — | — | CLASS A COMMON STOCK | 4,578 | 29,376 | I |
| Common Membership InterestsF13,F10 | — | Aug 18, 2015 | C | 4,578 | D | — | — | CLASS A COMMON STOCK | 4,578 | 29,376 | I |
| Common Membership InterestsF13,F11 | — | Aug 18, 2015 | C | 3,433 | D | — | — | CLASS A COMMON STOCK | 3,433 | 22,032 | I |
| Common Membership InterestsF13,F12 | — | Aug 18, 2015 | C | 11,445 | D | — | — | CLASS A COMMON STOCK | 11,445 | 73,439 | 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.
- F10Held directly by the Peyton Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
- F11Held directly by the VHP - Special Trust for Jack dtd 12/31/12, of which the Reporting Person is a trustee and Jonathan Graber is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by the VHP - Special Trust for Jack dtd 12/31/12 and Jonathan Graber on August 20, 2015. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.
- F12Held directly by the RHF - NM 1999 Descendants Trust, of which the Reporting Person is a trustee and Michael C. McQuinn is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Michael C. McQuinn and the RHF - NM 1999 Descendants Trust on August 20, 2015. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his pecuniary interest therein.
- F13The 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.
- F2Held directly by the RHF - TM 1999 Descendants Trust, of which Jack Polsky (the "Reporting Person") is a trustee and Michael C. McQuinn is a co-trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Michael C. McQuinn and the RHF - TM 1999 Descendants Trust on August 20, 2015. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, except to the extent of his 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.
- F4Held directly by the Jean Polsky Investment Trust dtd 3/21/97, of which the Reporting Person is a trustee. The shares and LLC Interests reported herein are also reported on a Form 4 filed by Jean Polsky Investment Trust dtd 3/21/97 and Jean Polsky on August 20, 2015. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
- F5Held directly by the Amy Weiss-Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
- F6Held directly by the Hallie Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
- F7Held directly by the Isaac Weiss-Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
- F8Held directly by the Gretchen Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.
- F9Held directly by the Charles Meyer Qualified Minor's Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his pecuniary interest therein.