SEC Form 4 · accession 0001638599-17-000384
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
Apr 27, 2017
Accepted (ET)
May 1, 2017 · 8:47 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 STOCKF2,F3,F4 | Apr 27, 2017 | S | 5,000 | $34.7024 | D | 85,000 | D | |
| CLASS A COMMON STOCK | May 1, 2017 | S | 100 | $34.51 | D | 84,900 | D | |
| CLASS B COMMON STOCK | holding | — | — | — | 457,167 | D | ||
| CLASS A COMMON STOCKF1 | holding | — | — | — | 30,000 | I | By Trust | |
| CLASS B COMMON STOCKF1 | 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 INTERESTSF5 | $0.00 | holding | — | — | — | — | — | CLASS A COMMON STOCK | 457,167 | 457,167 | D |
| COMMON MEMBERSHIP INTERESTSF1,F5 | $0.00 | holding | — | — | — | — | — | CLASS A COMMON STOCK | 20,000 | 20,000 | I |
Explanation of responses
- F1Held 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.
- F2This transaction was executed in multiple trades at prices ranging from $34.68 to $34.72. The price reported above reflects the weighted average sale price.
- F3The 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.
- F4The Form 4 filed by the Reporting Person with the SEC on April 27, 2017 incorrectly disclosed that the Reporting Person directly beneficially owned 40,000 shares of Class A Common Stock of the issuer as of the close of business on such date. The Reporting Person directly beneficially owned 90,000 shares of Class A Common Stock of the issuer as of the close of business on April, 27, 2017.
- F5The 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.