SEC Form 4 · accession 0001620533-16-000151

Shake Shack Inc. · SHAK

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to a Stockholders Agreement, dated as of February 4, 2015 (as amended, the "Stockholders Agreement"), by and among Issuer, the reporting person, Union Square Cafe Corp ("USC") and other signatories party thereto, certain parties to the Stockholders Agreement other than the reporting person (the "Electing Stockholders") have the right, in their sole discretion, to cause all of the stock of USC and to be exchanged for shares of 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 Electing Stockholders made such an election with respect to USC.
• F2To effect the Reorganization, a subsidiary of Issuer merged with and into USC, which then merged with and into Issuer, resulting in (i) the conversion and exchange of common stock of USC for shares of Class A Stock, (ii) cancellation of the Class B Common Stock of Issuer ("Class B Stock") held by USC, and (iii) transfer of the common membership interests in SSE Holdings, LLC (the "LLC Interests") held by USC to Issuer. The reporting person (by virtue of his 2.37% ownership of the issued and outstanding common stock of USC) received 40,951 shares of Class A Stock in exchange for shares of USC in the mergers; the other shareholders of USC received the other 1,686,853 shares of Class A Stock in exchange for shares of USC in the mergers. The reported transactions are exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), including, without limitation, pursuant to Rules 16b-6(b) and 16b-7 promulgated under the Act.
• F3Represents shares of Class B Stock held by USC. The reporting person owned 2.37% ownership of the issued and outstanding common stock of USC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• F4Held 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 of Class A Stock reported herein, except to the extent of his or her pecuniary interest therein.
• F5Held directly by 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 of Class B Stock reported herein, except to the extent of his or her pecuniary interest therein.
• F6The LLC Interests are redeemable for an equal number of shares of Class A Stock. The LLC Interests have no expiration date. However, USC did not exercise the redemption right prior to the effective time of the mergers.
• F7Represents LLC Interests held by USC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• F8The LLC Interests are redeemable for an equal number of shares of the 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.
• F9Held directly by 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 LLC Interests reported herein, except to the extent of his or her pecuniary interest therein.