SEC Form 4 · accession 0001620533-16-000217
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 19, 2016
Accepted (ET)
May 23, 2016 · 5:25 pm EDT
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 | May 19, 2016 | C | 300,000 | $0.00 | A | 350,000 | I | BY LLC |
| CLASS A COMMON STOCKF3,F4,F2 | May 20, 2016 | S | 25,000 | $34.7524 | D | 325,000 | I | BY LLC |
| CLASS A COMMON STOCKF4,F5,F2 | May 23, 2016 | S | 25,000 | $34.9704 | D | 300,000 | I | BY LLC |
| CLASS B COMMON STOCKF6,F7 | May 19, 2016 | J | 300,000 | $0.00 | D | 214,822 | I | BY LLC |
| CLASS A COMMON STOCK | holding | — | — | — | 33,240 | 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 InterestsF9,F10,F8 | — | May 19, 2016 | C | 300,000 | D | — | — | CLASS A COMMON STOCK | 300,000 | 214,822 | I |
| Stock Option (Right to Buy)F11 | $34.62 | May 19, 2016 | A | 3,405 | A | May 19, 2017 | May 19, 2026 | CLASS A COMMON STOCK | 3,405 | 3,405 | D |
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 Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer").
- F10Additionally, 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.
- F11This option vests in full on May 19, 2017, subject to the Reporting Person's continued service with the Issuer.
- F2Represents shares of Class A Stock held by Gulf Five LLC, of which 50,000 are held 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.
- F3The transaction was executed in multiple trades at prices ranging from $34.3298 to $35.0400. The price reported above reflects the weighted average sales price.
- F4The 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 transactionwas effected.
- F5The transaction was executed in multiple trades at prices ranging from $34.9500 to $35.0200. The price reported above reflects the weighted average sales price.
- F6Pursuant 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.
- F7Represents shares of Class B Common Stock held by Gulf Five LLC. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F8The 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.
- F9Represents 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.