SEC Form 4 · accession 0001620533-16-000239
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Harris Meyer
Director · 10% Owner
Period of report
Jul 20, 2016
Accepted (ET)
Jul 22, 2016 · 4:47 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 20, 2016 | S | 11,000 | $40.01 | D | 1,349,218 | I | By Trust |
| CLASS A COMMON STOCKF1 | Jul 22, 2016 | S | 18,900 | $40.0241 | D | 1,330,318 | I | By Trust |
| CLASS B COMMON STOCKF2,F3 | holding | — | — | — | 1,270,136 | 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 InterestsF5,F6,F4 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 1,270,136 | 1,270,136 | D |
Explanation of responses
- F1Shares of Class A common stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") were disposed of by the Reporting Person through the Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust") pursuant to a 10b5-1 trading plan entered into on December 16, 2015. The Reporting Person is the grantor, trustee and beneficiary of the Investment Trust. 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 the Reporting Person.
- F3The Reporting Person also holds 2,690,263 shares of Class B Stock indirectly through Gramercy Tavern Corp. ("GT") and 95,238 shares of Class B Stock indirectly through Union Square Hospitality Group, LLC. ("USHG"). In addition, 590,921 shares of Class B Stock are held by the Daniel H. Meyer 2010 Gift Trust (the "Gift Trust"), of which the Reporting Person's spouse is a trustee and beneficiary. The Reporting Person disclaims beneficial ownership of all of the shares held by these entities except to the extent of his pecuniary interest therein.
- F4The common membership interests in 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.
- F5The Reporting Person also holds 2,690,263 LLC Interests indirectly through GT and 95,238 LLC Interests indirectly through USHG. In addition, 590,921 LLC Interests are held by the Gift Trust. The Reporting Person disclaims beneficial ownership of all of LLC Interests held by these entities except to the extent of his pecuniary interest therein.
- F6Represents LLC Interests held by the Investment Trust. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest there.