SEC Form 4 · accession 0001620533-16-000219
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Flug
Director · 10% Owner
Period of report
May 24, 2016
Accepted (ET)
May 26, 2016 · 5:01 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,F3 | May 24, 2016 | S | 10,000 | $35.2688 | D | 290,000 | I | BY LLC |
| CLASS A COMMON STOCKF2,F4,F3 | May 25, 2016 | S | 14,300 | $35.3972 | D | 275,700 | I | BY LLC |
| CLASS A COMMON STOCKF2,F5,F3 | May 25, 2016 | S | 10,700 | $36.3099 | D | 265,000 | I | BY LLC |
| CLASS A COMMON STOCK | holding | — | — | — | 33,240 | D | ||
| CLASS B COMMON STOCKF6,F7 | holding | — | — | — | 214,822 | 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 InterestsF9,F10,F8 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 214,822 | 214,822 | I |
Explanation of responses
- F1The transaction was executed in multiple trades at prices ranging from $35.2500 to $35.2950. The price reported above reflects the weighted average sales price.
- 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.
- F2The 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.
- F3Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") 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.
- F4The transaction was executed in multiple trades at prices ranging from $35.0000 to $35.9800. The price reported above reflects the weighted average sales price.
- F5The transaction was executed in multiple trades at prices ranging from $36.0000 to $36.4500. The price reported above reflects the weighted average sales price.
- F6Represents shares of Class B Common Stock ("Class B Stock") of the Issuer held by Gulf Five LLC. Mr. Flug disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F7Additionally, 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.
- 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.