SEC Form 4 · accession 0001620533-16-000147
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
UNION SQUARE CAFE CORP.
10% Owner
Period of report
Dec 28, 2015
Accepted (ET)
Jan 20, 2016 · 5:30 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 B COMMON STOCKF1,F2 | Dec 28, 2015 | C | 1,727,804 | $0.00 | D | 0 | 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 InterestsF1,F2,F3 | — | Dec 28, 2015 | C | 1,727,804 | D | — | — | CLASS A COMMON STOCK | 1,727,804 | 0 | D |
Explanation of responses
- F1Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among the Issuer, the Reporting Person, Daniel Meyer, Gramercy Tavern Corp. ("GT"), Union Square Hospitality Group, LLC and Daniel H. Meyer 2012 Gift Trust (collectively, the "Meyer Stockholders") and other signatories party thereto, the Meyer Stockholders have the right to cause all of the shares of the Reporting Person and GT to be exchanged for shares of the Issuer's Class A Common Stock ("Class A Stock") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Meyer Stockholders made such an election with respect to the Reporting Person.
- F2To effect the Reorganization, a subsidiary of the Issuer merged with and into the Reporting Person, which was then merged with and into the Issuer, resulting in (i) conversion and exchange of shares of the Reporting Person for shares of Class A Stock, (ii) cancellation of the Class B Common Stock of the Issuer held by the Reporting Person, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by the Reporting Person to the Issuer. The reported transactions are exempt under Rule 16b-6(b) and Rule 16b-7 of the Securities Exchange Act of 1934.
- F3The LLC Interests held by the Reporting Person are redeemable for an equal number of shares of Class A Stock, without expiration. However, the Reporting Person did not exercise the redemption right prior to the 368(a) reorganization and therefore did not receive an equivalent number of shares of Class A Stock.