SEC Form 4 · accession 0001620533-16-000256
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
Aug 12, 2016
Accepted (ET)
Aug 16, 2016 · 5:11 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 | Aug 12, 2016 | C | 214,822 | $0.00 | A | 214,822 | I | BY LLC |
| CLASS A COMMON STOCKF3,F4,F2 | Aug 15, 2016 | S | 15,772 | $37.918 | D | 199,050 | I | BY LLC |
| CLASS B COMMON STOCKF5,F6,F7 | Aug 12, 2016 | J | 214,822 | $0.00 | D | 0 | I | BY LLC |
| CLASS A COMMON STOCK | holding | — | — | — | 33,240 | 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,F9,F10 | — | Aug 12, 2016 | C | 214,822 | D | — | — | CLASS A COMMON STOCK | 214,822 | 0 | I |
Explanation of responses
- F1Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer").
- 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.
- F2Represents shares of Class A Stock held by Gulf Five LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3The transaction was executed in multiple trades at prices ranging from $37.9000 to $38.0400. 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.
- F5Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, 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.
- F6Represents 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.
- 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 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.