SEC Form 4 · accession 0001620533-18-000022
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeffrey Flug
Director · 10% Owner
Sheryl H Flug
10% Owner
Flug 2015 GS Trust U/A/D 12/29/15
10% Owner
Gulf Five Fiduciary Management Corp
10% Owner
Period of report
Feb 26, 2018
Accepted (ET)
Feb 28, 2018 · 6:12 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 | Feb 26, 2018 | C | 250,000 | $0.00 | A | 250,000 | I | BY TRUST |
| CLASS A COMMON STOCKF3,F4,F2 | Feb 27, 2018 | S | 4,876 | $39.2447 | D | 245,124 | I | BY TRUST |
| CLASS A COMMON STOCKF4,F5,F2 | Feb 28, 2018 | S | 36,500 | $39.1228 | D | 208,624 | I | BY TRUST |
| CLASS B COMMON STOCKF6,F7 | Feb 26, 2018 | J | 250,000 | $0.00 | D | 372,574 | I | BY TRUST |
| CLASS A COMMON STOCK | holding | — | — | — | 4,415 | 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 InterestsF9,F8 | — | Feb 26, 2018 | C | 250,000 | D | — | — | CLASS A COMMON STOCK | 250,000 | 372,574 | I |
| Common Membership InterestsF8 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 4,415 | 4,415 | D |
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").
- F2Represents shares of Class A Stock held by Flug 2015 GS Trust U/A/D 12/29/15 (the "Trust"). Gulf Five Fiduciary Management Corp is the trustee of the Trust. Sheryl Flug, the wife of Jeffrey Flug, is the President of Gulf Five Fiduciary Management Corp. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.
- F3The transaction as executed in multiple trades at prices ranging from $39.2000 to $39.2700. 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.
- F5The transaction as executed in multiple trades at prices ranging from $39.0500 to $39.4200. 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") 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.
- F7Represents shares of Class B Common Stock held by the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.
- F8The 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.
- F9Represents LLC Interests held by the Trust. Each Reporting Person disclaims beneficial ownership of such interests except to the extent of such Reporting Person's pecuniary interest therein.