SEC Form 4 · accession 0001633802-16-000006
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RICHARD D. CORAINE 2012 FAMILY TRUST
10% Owner
Richard D Coraine
10% Owner
Toni Haida
10% Owner
Period of report
Jul 20, 2016
Accepted (ET)
Jul 22, 2016 · 9:07 am 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 Stock | Jul 20, 2016 | S | 40,951 | $40.00 | D | 5,000 | D | |
| Class A Common StockF1 | Jul 20, 2016 | S | 18,411 | $40.00 | A | 0 | I | By Trust |
| Class B Common StockF2 | holding | — | — | — | 207,924 | D | ||
| Class B Common StockF2,F1 | holding | — | — | — | 331,401 | 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 InterestsF3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 207,924 | 207,924 | D |
| Common Membership InterestsF1,F3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 331,401 | 331,401 | I |
Explanation of responses
- F1Held directly by the Richard D. Coraine 2012 Family Trust (the "Trust"), of which Richard D. Coraine's spouse, Toni Haida, is a trustee and beneficiary. Each of Richard D. Coraine and Toni Haida disclaims beneficial ownership of the shares of Class A Common Stock held by the Trust, except to the extent of his or her pecuniary interest.
- F2Upon the reclassification of the Reporting Person's LLC Interests in connection with the Issuer's IPO in February 2015, the Reporting Person was issued one share of Class B Common Stock for each LLC Interest. One share of Class B Common Stock must be surrendered and canceled upon conversion or redemption of each LLC Interest for Class A Common Stock, as described in fn. 3.
- F3In connection with the Issuer's IPO, the Reporting Persons' membership interests in SSE Holdings, LLC (the "LLC Interests") became convertible into an equal number of shares of Class A Common Stock on a one-for-one basis, or at the election of the issuer, redeemable for cash equal to the volume-weighted average market price of such Class A shares. Surrender of one share of Class B Common Stock is required for each LLC Interest redeemed, as described in fn. 2.
- F4The LLC Interests may be converted or redeemed at any time and have no expiration date.