SEC Form 4 · accession 0001620533-16-000221
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 26, 2016
Accepted (ET)
May 31, 2016 · 6:12 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 | May 26, 2016 | S | 1,300 | $37.00 | D | 263,700 | I | BY LLC |
| CLASS A COMMON STOCKF1 | May 27, 2016 | S | 22,765 | $38.0812 | D | 240,935 | I | BY LLC |
| CLASS A COMMON STOCKF1 | May 31, 2016 | S | 25,000 | $37.8811 | D | 215,935 | I | BY LLC |
| CLASS A COMMON STOCK | holding | — | — | — | 33,240 | D | ||
| CLASS B COMMON STOCKF2,F3 | 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 InterestsF5,F6,F4 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 214,822 | 214,822 | I |
Explanation of responses
- F1Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") held by Gulf Five LLC, of which 50,000 shares 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.
- F2Represents shares of Class B Common Stock ("Class B Stock") of the Issuer held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3Additionally, 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 disclaimsbeneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F4The 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.
- F5Represents 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.
- F6Additionally, 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.