SEC Form 4 · accession 0001620533-16-000245
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
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 5:40 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 | Aug 1, 2016 | S | 8,312 | $40.0181 | D | 1,322,006 | I | By Trust |
| CLASS B COMMON STOCKF4,F5 | 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 InterestsF7,F8,F6 | — | 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.
- F2The transaction was executed in multiple trades at prices ranging from $40.0000 to $40.0800. The price reported above reflects the weighted average sales price.
- F3The 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.
- F4Represents shares of Class B common stock ("Class B Stock") of the Issuer held by the Reporting Person.
- F5The 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.
- F6The 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.
- F7The 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.
- F8Represents 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.