SEC Form 4 · accession 0001620533-16-000165
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 6:52 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 | Mar 1, 2016 | S | 17,393 | $40.2281 | D | 57,607 | I | BY LLC |
| CLASS A COMMON STOCKF1,F3,F4 | Mar 1, 2016 | S | 7,607 | $41.3672 | D | 50,000 | I | BY LLC |
| CLASS A COMMON STOCK | holding | — | — | — | 33,240 | D | ||
| CLASS B COMMON STOCKF5,F6 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Membership InterestsF8,F9,F7 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 514,822 | 514,822 | I |
Explanation of responses
- F1Shares of the Issuer's Class A common stock ("Class A Stock") were disposed of by Gulf Five LLC pursuant to a 10b5-1 trading plan entered into by Gulf Five LLC on December 16, 2015. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F2This transaction was executed in multiple trades at prices ranging from $40.0000 to $40.7900. 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.
- F4The transaction was executed in multiple trades at prices ranging from $41.0000 to $41.7950. The price reported above reflects the weighted average sales price.
- F5Represents shares of the Issuer's Class B common stock ("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.
- 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 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.
- 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.