SEC Form 4 · accession 0001620533-18-000135
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
Dec 26, 2018
Accepted (ET)
Dec 28, 2018 · 4:31 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 | Dec 26, 2018 | C | 25,000 | $0.00 | A | 43,041 | D | |
| CLASS A COMMON STOCKF2,F3,F4 | Dec 26, 2018 | S | 9,705 | $41.3137 | D | 33,336 | D | |
| CLASS A COMMON STOCKF2,F4,F5 | Dec 26, 2018 | S | 5,552 | $42.4188 | D | 27,784 | D | |
| CLASS A COMMON STOCKF2,F4,F6 | Dec 26, 2018 | S | 9,743 | $43.0253 | D | 18,041 | D | |
| CLASS B COMMON STOCKF7 | Dec 26, 2018 | J | 25,000 | $0.00 | D | 429,051 | 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 InterestsF9 | — | Dec 26, 2018 | M | 25,000 | D | — | — | CLASS A COMMON STOCK | 25,000 | 429,051 | D |
| Common Membership InterestsF10,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").
- F10Represents 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.
- F2Represents shares of Class A Stock that were disposed of by Mr. Garutti pursuant to a 10b5-1 trading plan entered into on November 16, 2018.
- F3The transaction was executed in multiple trades at prices ranging from $40.8200 to $41.8199. 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 was executed in multiple trades at prices ranging from $41.8200 to $42.8199. The price reported above reflects the weighted average sales price.
- F6The transaction was executed in multiple trades at prices ranging from $42.8200 to $43.3200. The price reported above reflects the weighted average sales price.
- F7Pursuant 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.
- F8Represents 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 the trustees of the Trust. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest.
- F9The 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.