SEC Form 4 · accession 0001620533-15-000098
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 · 6:35 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 | 3,433 | — | A | 3,733 | D | |
| CLASS A COMMON STOCKF2 | Aug 18, 2015 | S | 3,433 | $57.75 | D | 300 | D | |
| CLASS B COMMON STOCKF3,F2 | Aug 18, 2015 | J | 3,433 | — | D | 22,032 | 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 | — | Aug 18, 2015 | C | 3,433 | D | — | — | CLASS A COMMON STOCK | 3,433 | 22,032 | 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.
- F2Jonathan Graber is a trustee of the VHP - Special Trust for Jack dtd 1/31/12 (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 the LLC Interests reported herein are also reported on a Form 4 filed by Jack R. Polsky. Jonathan Graber disclaims beneficial ownership over 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.
- 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.