SEC Form 4 · accession 0001620533-16-000233
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randall J Garutti
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jul 6, 2016
Accepted (ET)
Jul 8, 2016 · 5:42 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 | Jul 6, 2016 | C | 10,000 | $0.00 | A | 13,100 | D | |
| CLASS A COMMON STOCKF2,F3,F4 | Jul 8, 2016 | S | 5,360 | $36.3633 | D | 7,740 | D | |
| CLASS A COMMON STOCKF2,F4,F5 | Jul 8, 2016 | S | 4,640 | $36.9822 | D | 3,100 | D | |
| CLASS B COMMON STOCKF6,F7 | Jul 6, 2016 | J | 10,000 | $0.00 | D | 767,051 | 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 InterestsF8 | — | Jul 6, 2016 | C | 10,000 | D | — | — | CLASS A COMMON STOCK | 10,000 | 767,051 | D |
Explanation of responses
- F1Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of share of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer").
- F2Shares of Class A Stock were disposed of by the Reporting Person pursuant to a 10b5-1 trading plan entered into on December 16, 2015.
- F3The transaction was executed in multiple trades at prices ranging from $35.8600 to $36.8599. 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 transaction was effected.
- F5The transaction was executed in multiple trades at prices ranging from $36.8600 to $37.0800. 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 Stock held by the Reporting Person.
- F8The LLC Interests are redeemable for an equal number of shares of the Issuer's Class A Common 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.