SEC Form 4 · accession 0001638599-17-000365
Shake Shack Inc. · SHAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David A Swinghamer
10% Owner
A. Swinghamer Grat David
10% Owner
Susan Swinghamer
10% Owner
Period of report
Nov 23, 2016
Accepted (ET)
Apr 6, 2017 · 8:43 pm 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 STOCKF1 | Nov 23, 2016 | C | 50,000 | $0.00 | A | 50,000 | D | |
| CLASS B COMMON STOCKF2 | Nov 23, 2016 | J | 50,000 | $0.00 | D | 507,167 | D | |
| CLASS A COMMON STOCKF4 | holding | — | — | — | 30,000 | I | By Trust | |
| CLASS B COMMON STOCKF4 | holding | — | — | — | 20,000 | 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 | $0.00 | Nov 23, 2016 | C | 50,000 | D | — | — | CLASS A COMMON STOCK | 50,000 | 507,167 | D |
| COMMON MEMBERSHIP INTERESTSF4,F3 | $0.00 | holding | — | — | — | — | — | CLASS A COMMON STOCK | 20,000 | 20,000 | I |
Explanation of responses
- F1Shares obtained upon redemption of common membership interests in SSE Holdings, LLC (the "LLC Interests") for an equal number of shares of the Issuer's Class A Common Stock.
- F2Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancelled for no consideration on a one-for-one basis upon redemption of the LLC Interests for shares of Class A Common Stock.
- F3The 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.
- F4Held directly by the David A. Swinghamer GRAT, of which Susan Swinghamer, the reporting person's wife, is the trustee and beneficiary. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.