SEC Form 4 · accession 0001620533-17-000037
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 6, 2017
Accepted (ET)
Mar 8, 2017 · 6:44 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 | Mar 6, 2017 | S | 20,000 | $32.2501 | D | 180,000 | D | |
| CLASS A COMMON STOCKF1,F3,F4,F2 | Mar 7, 2017 | S | 10,000 | $32.4916 | D | 170,000 | D | |
| CLASS B COMMON STOCKF5 | holding | — | — | — | 722,574 | 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,F6 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 722,574 | 722,574 | D |
Explanation of responses
- F1Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were disposed by the Reporting Person. Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.
- 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 $32.3000 to $32.5900. 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 B Common Stock ("Class B Stock") of the Issuer held by the Reporting Person. Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.
- F6The common membership interests in SSE Holdings, LLC (the "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 prices of such shares. The LLC Interests have no expiration date.
- F7Represents LLC Interests held by Reporting Person. Sheryl Flug and Kenneth Flug are co-trustees of the Reporting Person, and disclaim beneficial ownership of such LLC Interests, except to the extent of their pecuniary interest there.