SEC Form 4 · accession 0001620533-16-000293
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
Nov 30, 2016
Accepted (ET)
Dec 2, 2016 · 6:56 pm EST
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 | Nov 30, 2016 | C | 95,238 | $0.00 | A | 95,238 | I | BY LLC |
| CLASS A COMMON STOCKF4,F5,F2,F3 | Dec 1, 2016 | S | 89,338 | $36.56 | D | 5,900 | I | BY LLC |
| CLASS A COMMON STOCKF5,F6,F2,F3 | Dec 1, 2016 | S | 5,900 | $37.188 | D | 0 | I | BY LLC |
| CLASS B COMMON STOCKF7,F8,F9 | Nov 30, 2016 | J | 95,238 | $0.00 | D | 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,F12 | — | Nov 30, 2016 | C | 95,238 | D | — | — | CLASS A COMMON STOCK | 95,238 | 0 | I |
Explanation of responses
- F1Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon redemption of an equal number of common membership interests in SSE Holdings, LLC (the "LLC Interests"). 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.
- F10The 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.
- F11Represents LLC Interests held by USHG.
- F12In addition, the Reporting Person holds 1,270,136 LLC Interests directly and 2,690,263 LLC Interests indirectly through GT. The Reporting Person disclaims beneficial ownership of such LLC Interests except to the extent of his pecuniary interest therein. In addition, 590,921 LLC Interests are held by the Gift Trust. 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 of the Issuer held by Union Square Hospitality Group, LLC ("USHG"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3In addition, the Reporting Person holds 1,280,318 shares of Class A Stock through the Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust"). 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.
- F4The transaction was executed in multiple trades at prices ranging from $36.0400 to $37.0300. The price reported above reflects the weighted average sales price.
- F5The 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.
- F6The transaction was executed in multiple trades at prices ranging from $37.0400 to $37.5100. The price reported above reflects the weighted average sales price.
- F7Pursuant 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.
- F8Represents shares of Class B Stock held by USHG. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F9In addition, the Reporting Person holds 1,270,136 shares of Class B Stock directly and 2,690,263 shares of Class B Stock indirectly through Gramercy Tavern Corp. ("GT"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. In addition, 590,921 shares of Class B Stock are held by the Daniel 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 such shares except to the extent of his pecuniary interest therein.