SEC Form 4 · accession 0001620533-16-000149
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 14, 2016
Accepted (ET)
Jan 27, 2016 · 6:48 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,F2,F3 | Jan 14, 2016 | C | 150,000 | — | A | 150,000 | I | BY LLC |
| CLASS B COMMON STOCKF4,F5,F6 | Jan 14, 2016 | J | 150,000 | — | D | 514,822 | I | BY LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Membership InterestsF7,F8,F9 | — | Jan 14, 2016 | C | 150,000 | D | — | — | CLASS A COMMON STOCK | 150,000 | 514,822 | 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 ("Class A Stock").
- F2Represents shares of Class A Stock held by Gulf Five LLC. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3In addition, 30,000 shares of Class A Stock are held directly by Mr. Flug.
- F4Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Stock.
- F5Represents shares of Class B Stock held by Gulf Five LLC. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F6Additionally, 922,574 shares of Class B Stock are held by Flug 2012 GS Trust U/A/D 9/4/12 (the "Trust"), of which Mr Flug's spouse is a trustee and beneficiary. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F7The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A 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.
- F8Represents LLC Interests held by Gulf Five LLC. Mr. Flug disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
- F9Additionally, 922,574 LLC Interests are held by the Trust, of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such LLC Interests except to the extent of his pecuniary interest therein.