SEC Form 4 · accession 0001633802-17-000001
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
Jan 13, 2017
Accepted (ET)
Jan 18, 2017 · 2:21 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 | Jan 13, 2017 | C | 60,000 | — | A | 65,000 | D | |
| Class B Common StockF2 | Jan 13, 2017 | J | 60,000 | $0.00 | D | 127,924 | D | |
| Class A Common StockF1,F3 | Jan 13, 2017 | C | 40,000 | — | A | 40,000 | I | By Trust |
| Class B Common StockF2,F3 | Jan 13, 2017 | J | 40,000 | $0.00 | D | 271,401 | 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 InterestsF1,F4 | — | Jan 13, 2017 | C | 60,000 | D | — | — | Class A Common Stock | 60,000 | 127,924 | D |
| Common Membership InterestsF1,F3,F4 | — | Jan 13, 2017 | C | 40,000 | D | — | — | Class A Common Stock | 40,000 | 271,401 | I |
Explanation of responses
- F1Upon the reclassification of the Reporting Person's membership interests in SSE Holdings, LLC ("LLC Interests") in connection with the Issuer's IPO in February 2015, 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.
- F2Upon the reclassification of the Reporting Person's LLC Interests described above, 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. Effective January 13, 2017, the Reporting Person converted LLC Interests into shares of Class A Common Stock, and an equal number of shares of Class B Common stock were surrendered and cancelled for no consideration.
- F3Held 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.
- F4The LLC Interests may be converted or redeemed at any time and have no expiration date.