SEC Form 4 · accession 0001620533-15-000103

Shake Shack Inc. · SHAK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Daniel Harris Meyer

Director · 10% Owner

Period of report

Aug 18, 2015

Accepted (ET)

Aug 20, 2015 · 6:57 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 STOCK^F1	Aug 18, 2015	C	598,928	—	A	598,928	D
CLASS A COMMON STOCK	Aug 18, 2015	S	598,928	$57.75	D	0	D
CLASS B COMMON STOCK^F2	Aug 18, 2015	J	598,928	—	D	1,270,136	D
CLASS A COMMON STOCK^F1,F3	Aug 18, 2015	C	379,618	—	A	379,618	I	By Corp.
CLASS A COMMON STOCK^F3	Aug 18, 2015	S	379,618	$57.75	D	0	I	By Corp.
CLASS B COMMON STOCK^F2,F4	Aug 18, 2015	J	379,618	—	D	2,690,263	I	By Corp.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Membership Interests^F5	—	Aug 18, 2015	C	598,928	D	—	—	CLASS A COMMON STOCK	598,928	1,270,136	D
Common Membership Interests^F5,F6	—	Aug 18, 2015	C	379,618	D	—	—	CLASS A COMMON STOCK	379,618	2,690,263	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.
F2Pursuant 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.
F3Represents shares held by Gramercy Tavern Corp. Daniel Meyer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Daniel Meyer also holds 30,100 shares indirectly through the Daniel Meyer Investment Trust. Daniel Meyer disclaims beneficial ownership of all of the shares held by these entities except to the extent of his pecuniary interest therein.
F4Represents shares held by Gramercy Tavern Corp. Daniel Meyer also holds 1,727,804 shares indirectly through Union Square Cafe Corp. and 95,238 shares indirectly through Union Square Hospitality Group LLC . An additional 590,921 shares are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 12/31/12. Daniel Meyer disclaims beneficial ownership of all of the shares held by these entities except to the extent of his pecuniary interest therein.
F5The 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.
F6Represents LLC Interests held by Gramercy Tavern Corp. Daniel Meyer also holds 1,727,804 LLC Interests indirectly through Union Square Cafe Corp. and 95,238 LLC Interests indirectly through Union Square Hospitality Group, LLC. An additional 590,921 LLC Interests are held by the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12. Daniel Meyer disclaims beneficial ownership of all of the LLC Interests held by these entities except to the extent of his pecuniary interest therein.