SEC Form 4 · accession 0001620533-16-000270
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
Sep 23, 2016
Accepted (ET)
Sep 27, 2016 · 5:18 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 | Sep 23, 2016 | C | 8,000 | $0.00 | A | 11,100 | D | |
| CLASS A COMMON STOCKF2,F3,F4 | Sep 23, 2016 | S | 8,000 | $32.275 | D | 3,100 | D | |
| CLASS B COMMON STOCKF5,F6 | Sep 23, 2016 | J | 8,000 | $0.00 | D | 749,051 | 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 InterestsF7 | — | Sep 23, 2016 | C | 8,000 | D | — | — | CLASS A COMMON STOCK | 8,000 | 749,051 | D |
Explanation of responses
- F1Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares 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 10b5-1 trading plan entered into on August 23, 2016.
- F3The transaction was executed in multiple trades at prices ranging from $35.0800 to $35.5200. 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, 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.
- F6Represents shares of Class B Stock held by the Reporting Person.
- F7The LLC Interests are redeemable for an equal number of shares of the Issuer's 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.