SEC Form 4 · accession 0001620533-17-000124
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Randall J Garutti
Officer — Chief Executive Officer · Director · 10% Owner
Ronald J Garutti Jr.
10% Owner
Maria L Garutti
10% Owner
Period of report
Jul 26, 2017
Accepted (ET)
Jul 28, 2017 · 4:48 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 | Jul 26, 2017 | C | 16,000 | $0.00 | A | 26,961 | D | |
| CLASS A COMMON STOCKF2,F3,F4 | Jul 26, 2017 | S | 16,000 | $34.8214 | D | 10,961 | D | |
| CLASS B COMMON STOCKF5 | Jul 26, 2017 | J | 16,000 | $0.00 | D | 669,051 | D | |
| CLASS B COMMON STOCKF6 | 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 InterestsF7 | — | Jul 26, 2017 | C | 16,000 | D | — | — | CLASS A COMMON STOCK | 16,000 | 669,051 | D |
| Common Membership InterestsF8,F7 | — | 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.
- F2Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on August 23, 2016 and modified on March 6, 2017.
- F3The transaction was executed in multiple trades at prices ranging from $34.3500 to $35.0100. The price reported above reflects the weighted average sales price.
- F4Each 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.
- F5Pursuant 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-to-one basis upon redemption of the LLC Interests for shares of Class A Stock of the Issuer.
- F6Represents shares of Class B Stock of the Issuer held by The Randall J. Garutti 2014 GS Trust (the "Trust"). Ronald Garutti Jr., the brother of Randall Garutti, and Maria Garutti, the wife of Randall Garutti, are trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F7The LLC Interests 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.
- F8Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of his pecuniary interest therein.