SEC Form 4 · accession 0001620533-17-000035
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey J Uttz
Officer — Chief Financial Officer · 10% Owner
Period of report
Mar 3, 2017
Accepted (ET)
Mar 7, 2017 · 5:32 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 | Mar 3, 2017 | M | 138,000 | $21.00 | A | 148,000 | D | |
| CLASS A COMMON STOCKF2,F3,F4,F5 | Mar 3, 2017 | S | 138,000 | $33.028 | D | 10,000 | D | |
| CLASS B COMMON STOCKF6 | holding | — | — | — | 171,579 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F7 | $21.00 | Mar 3, 2017 | M | 138,000 | D | — | Jan 29, 2025 | CLASS A COMMON STOCK | 138,000 | 0 | D |
| Common Membership InterestsF8 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 171,579 | 171,579 | D |
Explanation of responses
- F1Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon the Reporting Person's cashless exercise of the option to purchase 138,000 shares of Class A Stock.
- F2Represents the sale of shares of Class A Stock of the Issuer that were acquired in a cashless exercise of the Reporting Person's option to purchase 138,000 shares of Class A Stock.
- F3The transaction was executed in multiple trades at prices ranging from 32.8000 to $33.5400. 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.
- F5Represents shares of Class A Stock of the Issuer held by the Reporting Person.
- F6Represents shares of Class B Common Stock of the Issuer held by the Reporting Person.
- F7An option to purchase 345,000 shares of Class A Stock at $21 per share was granted to the Reporting Person on January 29, 2015. 69,000 options vested on January 29, 2016, 69,000 options vested on January 29, 2017, and the remaining 207,000 options will be forfeited in connection with the Reporting Person's resignation as CFO of the Issuer effective March 10, 2017.
- F8Represents the common membership interests in SSE Holdings, LLC (the "LLC Interests") which are redeemable for an equal number of shares of the Issuer's Class A Common 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.