SEC Form 4 · accession 0001620533-16-000264
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 6, 2016
Accepted (ET)
Sep 8, 2016 · 6:20 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 | Sep 6, 2016 | S | 25,000 | $35.875 | D | 98,612 | I | BY LLC |
| CLASS A COMMON STOCKF2,F4,F3 | Sep 7, 2016 | S | 23,800 | $36.5421 | D | 74,812 | I | BY LLC |
| CLASS A COMMON STOCKF2,F5,F3 | Sep 7, 2016 | S | 1,200 | $37.0375 | D | 73,612 | I | BY LLC |
| CLASS A COMMON STOCKF2,F6,F3 | Sep 8, 2016 | S | 9,521 | $36.343 | D | 64,091 | I | BY LLC |
| CLASS A COMMON STOCK | holding | — | — | — | 33,240 | D | ||
| CLASS B COMMON STOCKF7,F8 | holding | — | — | — | 0 | 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 InterestsF10,F11,F9 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 0 | 0 | I |
Explanation of responses
- F1The transaction was executed in multiple trades at prices ranging from $35.5000 to $36.3700. The price reported above reflects the weighted average sales price.
- F10Represents 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.
- F11Additionally, 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.
- F2The Reporting Person hereby undertakes to provide upon request to the SEC staff, Shake Shack Inc. (the "Issuer") or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
- F3Represents shares of Class A common stock ("Class A 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.
- F4The transaction was executed in multiple trades at prices ranging from $35.9900 to $36.9800. The price reported above reflects the weighted average sales price.
- F5The transaction was executed in multiple trades at prices ranging from $36.9900 to $37.1000. The price reported above reflects the weighted average sales price.
- F6The transaction was executed in multiple trades at prices ranging from $36.2500 to $36.5600. The price reported above reflects the weighted average sales price.
- F7Represents 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.
- F8Additionally, 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.
- F9The 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.