SEC Form 4 · accession 0001620533-15-000134

Shake Shack Inc. · SHAK

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owners

David A Swinghamer

10% Owner

A. Swinghamer Grat David

10% Owner

Susan Swinghamer

10% Owner

Period of report

Nov 12, 2015

Accepted (ET)

Nov 16, 2015 · 9:43 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 STOCK^F1	Nov 12, 2015	C	200,000	—	A	200,000	D
CLASS A COMMON STOCK^F2,F3	Nov 13, 2015	S	16,400	$41.3535	D	183,600	D
CLASS A COMMON STOCK^F3,F4	Nov 13, 2015	S	3,100	$42.0003	D	180,500	D
CLASS A COMMON STOCK^F3,F5	Nov 16, 2015	S	10,000	$40.8682	D	170,500	D
CLASS A COMMON STOCK^F3,F6	Nov 16, 2015	S	4,000	$42.5968	D	166,500	D
CLASS A COMMON STOCK^F3,F7	Nov 16, 2015	S	6,000	$43.5094	D	160,500	D
CLASS B COMMON STOCK^F8	Nov 12, 2015	J	200,000	—	D	607,167	D
CLASS B COMMON STOCK^F8,F9	Nov 12, 2015	J	198,513	—	D	20,000	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 Interests^F10	—	Nov 12, 2015	C	200,000	D	—	—	CLASS A COMMON STOCK	200,000	607,167	D
Common Membership Interests^F10,F9	—	Nov 12, 2015	C	198,513	D	—	—	CLASS A COMMON STOCK	198,513	20,000	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.
F10The 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.
F2This transaction was executed in multiple trades at prices ranging from $41.0000 to $41.9000. The price reported above reflects the weighted average sale price.
F3The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F4This transaction was executed in multiple trades at prices ranging from $42.0000 to $42.0100. The price reported above reflects the weighted average sale price.
F5This transaction was executed in multiple trades at prices ranging from $40.5100 to $41.3800. The price reported above reflects the weighted average sale price.
F6This transaction was executed in multiple trades at prices ranging from $42.1400 to $43.1000. The price reported above reflects the weighted average sale price.
F7This transaction was executed in multiple trades at prices ranging from $43.1800 to $43.7500. The price reported above reflects the weighted average sale price.
F8Pursuant 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.
F9Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the Reporting Person's wife, is the trustee and beneficiary. Each of David Swinghamer and Susan Swinghamer disclaims beneficial ownership of the shares and LLC Interests, as applicable, reported herein, except to the extent of his or her pecuniary interest therein.