SEC Form 4 · accession 0001620533-17-000054
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
Mar 27, 2017
Accepted (ET)
Mar 29, 2017 · 5:50 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 | Mar 27, 2017 | C | 8,000 | $0.00 | A | 20,213 | D | |
| CLASS A COMMON STOCKF2,F3,F4,F5 | Mar 27, 2017 | S | 8,000 | $32.2342 | D | 12,213 | D | |
| CLASS B COMMON STOCKF6,F7 | Mar 27, 2017 | J | 8,000 | $0.00 | D | 709,051 | D | |
| CLASS B COMMON STOCKF8 | holding | — | — | — | 55,972 | I | BY TRUST |
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,F9 | — | Mar 27, 2017 | C | 8,000 | D | — | — | CLASS A COMMON STOCK | 8,000 | 709,051 | D |
| Common Membership InterestsF11,F9 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 55,972 | 55,972 | I |
Explanation of responses
- F1Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") that were obtained upon a 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 prices of such shares.
- F10Represents LLC Interests held by Reporting Person.
- F11Represents LLC Interests held by the Trust. The Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.
- F2Represents shares of Class A Stock that were disposed of by the Reporting Person pursuant to a 10b5-1 trading plan entered into on August 23, 2016.
- F3The transaction was executed in multiple trades at prices ranging from $32.0100 to $32.4100. 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.
- 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") are 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.
- F8Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GST Trust (the "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.
- F9The 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.