SEC Form 4 · accession 0001620533-15-000131
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RICHARD D. CORAINE 2012 FAMILY TRUST
10% Owner
Richard D Coraine
10% Owner
Toni Haida
10% Owner
Period of report
Nov 12, 2015
Accepted (ET)
Nov 13, 2015 · 4:21 pm EST
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 | Nov 12, 2015 | C | 11,000 | — | A | 16,000 | D | |
| CLASS B COMMON STOCKF2 | Nov 12, 2015 | J | 11,000 | — | D | 207,924 | D | |
| CLASS A COMMON STOCKF1,F3 | Nov 12, 2015 | C | 36,822 | — | A | 36,822 | I | BY TRUST |
| CLASS B COMMON STOCKF2,F3 | Nov 12, 2015 | J | 36,822 | — | D | 331,401 | 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 InterestsF4 | — | Nov 12, 2015 | C | 11,000 | D | — | — | CLASS A COMMON STOCK | 11,000 | 207,924 | D |
| Common Membership InterestsF4,F3 | — | Nov 12, 2015 | C | 36,822 | D | — | — | CLASS A COMMON STOCK | 36,822 | 331,401 | 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.
- F3Held directly by the Richard D. Coraine 2012 Family Trust (the "Trust"), of which Richard D. Coraine's spouse, Toni Haida, is a trustee and beneficiary. Each of Richard D. Coraine and Toni Haida disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his or her pecuniary interest therein.
- 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.