SEC Form 4 · accession 0001620533-16-000153
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 29, 2016
Accepted (ET)
Feb 12, 2016 · 5:17 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 | Jan 29, 2016 | M | 3,240 | $21.00 | A | 33,240 | D | |
| CLASS A COMMON STOCKF3 | holding | — | — | — | 150,000 | I | BY LLC | |
| CLASS B COMMON STOCKF4,F5 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6,F1 | $21.00 | Jan 29, 2016 | M | 8,251 | D | — | Jan 29, 2025 | CLASS A COMMON STOCK | 3,240 | 0 | D |
| Common Membership InterestsF8,F9,F7 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 514,822 | 514,822 | I |
Explanation of responses
- F1On January 29, 2016, the Reporting Person exercised his right to purchase shares of the Issuer's Class A common stock ("Class A Stock") utilizing the net settled method.
- F2Includes 30,000 shares of Class A Stock acquired by the Reporting Person pursuant to Issuer's directed share program at the time of the Issuer's initial public offering.
- F3Represents shares of Class A Stock held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F4Represents shares of the Issuer's Class B common stock (the "Class B Stock") held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F5Additionally, 922,574 shares of Class B Stock are held by Flug 2012 GS Trust U/A/D 9/4/12 (the "Trust"), of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F6The option vested in full on January 29, 2016, the first anniversary of the grant date.
- F7The common membership interests of SSE Holdings, LLC (the "LLC Interests") are redeemable for an equal number of shares of 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. The Reporting Person 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.