SEC Form 4 · accession 0001620533-15-000138
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randall J Garutti
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Dec 1, 2015
Accepted (ET)
Dec 3, 2015 · 5:11 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 | Dec 1, 2015 | C | 30,000 | — | A | 33,100 | D | |
| CLASS A COMMON STOCKF2,F3 | Dec 2, 2015 | S | 30,000 | $45.2189 | D | 3,100 | D | |
| CLASS B COMMON STOCKF4 | Dec 1, 2015 | J | 30,000 | — | D | 817,051 | 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 InterestsF5 | — | Dec 1, 2015 | C | 30,000 | D | — | — | CLASS A COMMON STOCK | 30,000 | 817,051 | 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.
- F2This transaction was executed in multiple trades at prices ranging from $45.0200 to 45.6000. The price reported above reflects the weighted average sales 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.
- F4Pursuant 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.
- 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.