SEC Form 4 · accession 0001638599-16-000545
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Swinghamer
10% Owner
Period of report
Dec 24, 2015
Accepted (ET)
Jan 29, 2016 · 12:31 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,F2 | Dec 24, 2015 | C | 68,573 | $0.00 | A | 132,495 | D | |
| CLASS B COMMON STOCKF1,F2,F3 | Dec 24, 2015 | C | 1,727,804 | $0.00 | D | 0 | I | By Corp |
| CLASS A COMMON STOCK | Jan 20, 2016 | S | 30,000 | $34.00 | D | 102,495 | D | |
| CLASS B COMMON STOCK | holding | — | — | — | 607,167 | D | ||
| CLASS B COMMON STOCKF7 | holding | — | — | — | 20,000 | I | By Trust | |
| CLASS A COMMON STOCKF7 | holding | — | — | — | 198,513 | 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,F2,F4,F5 | $0.00 | Dec 24, 2015 | C | 1,727,804 | D | — | — | CLASS A COMMON STOCK | 1,727,804 | 0 | I |
| Common Membership InterestsF4,F6 | $0.00 | holding | — | — | — | — | — | CLASS A COMMON STOCK | 607,167 | 607,167 | D |
| Common Membership InterestsF7,F4,F6 | $0.00 | holding | — | — | — | — | — | CLASS A COMMON STOCK | 20,000 | 20,000 | I |
Explanation of responses
- F1Pursuant to a Stockholders Agreement, dated as of February 4, 2015 (as amended, the "Stockholders Agreement"), by and among the Issuer, the reporting person, Union Square Cafe Corp. ("USC") and other signatories party thereto, certain parties to the Stockholders Agreement other than the reporting person (the "Electing Stockholders") have the right, in their sole and absolute discretions, to cause all of the stock of USC to be exchanged for shares of the Issuer's Class A Common Stock (the "Class A Stock") pursuant to a reorganization under Section 368(a) of the Internal Revenue Code (the "Reorganization"). The Electing Stockholders made such an election with respect to USC.
- F2To effect the Reorganization, a subsidiary of the Issuer merged with and into USC, which then merged with and into the Issuer, resulting in (i) the conversion and exchange of common stock of USC for shares of Class A Stock; (ii) the cancellation of the shares of Class B Stock held by USC, and (iii) the transfer of the LLC Interests held by USC to the Issuer. The reporting person (by virtue of his 3.969% ownership of the issued and outstanding common stock of USC) received 68,573 shares of Class A Stock in exchange for shares of USC in the mergers; the other shareholders of USC received the other 1,659,231 shares of Class A Stock in exchange for shares of USC in the mergers. The reported transaction are exempt from the provisions of section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), including, without limitation, pursuant to Rules 16b-6(b) and 16b-7 promulgated under the Act.
- F3Represents shares of Class B Common Stock of the Issuer ("Class B Stock") held by USC. The reporting person owned 3.969% of the issued and outstanding common stock of USC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4The LLC Interests are redeemable for an equal number of shares of Class A Stock. The LLC Interests have no expiration date. However, USC did not exercise the redemption right prior to the effective time of the mergers.
- F5Represents common membership interests in SSE Holdings, LLC (the "LLC Interests") held by USC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F6The LLC Interests are redeemable for an equal number of shares of the Class A 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.
- F7Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the reporting person's wife, is the trustee and beneficiary. Each of the reporting person and Susan Swinghamer disclaims beneficial ownership of the shares of Class A Stock, shares of Class B Stock and LLC Interests, as applicable, reported herein, except to the extent of his or her pecuniary interest therein.