SEC Form 4 · accession 0001620533-16-000295
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
UNION SQUARE HOSPITALITY GROUP, LLC
10% Owner
Period of report
Nov 30, 2016
Accepted (ET)
Dec 2, 2016 · 6:59 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 | Nov 30, 2016 | C | 95,238 | $0.00 | A | 95,238 | D | |
| CLASS A COMMON STOCKF3,F4,F2 | Dec 1, 2016 | S | 89,338 | $36.56 | D | 5,900 | D | |
| CLASS A COMMON STOCKF4,F5,F2 | Dec 1, 2016 | S | 5,900 | $37.188 | D | 0 | D | |
| CLASS B COMMON STOCKF6,F7 | Nov 30, 2016 | J | 95,238 | $0.00 | D | 0 | 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 | — | Nov 30, 2016 | C | 95,238 | D | — | — | CLASS A COMMON STOCK | 95,238 | 0 | D |
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.
- F2Represents shares of Class A Stock of the Issuer held by the Reporting Person.
- F3The transaction was executed in multiple trades at prices ranging from $36.04 to $37.03. The price reported 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.
- F5The 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.
- F6Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock ("Class B Stock") as cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Stock.
- F7Represents shares of Class B Stock held by the Reporting Person.
- 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 the Reporting Person.