SEC Form 4 · accession 0001638599-17-000429
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
May 5, 2017
Accepted (ET)
May 9, 2017 · 8:13 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 | May 5, 2017 | S | 25,000 | $35.1285 | D | 25,000 | D | |
| CLASS A COMMON STOCKF3,F5 | May 5, 2017 | S | 20,000 | $36.0582 | D | 5,000 | 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 INTERESTSF4 | $0.00 | holding | — | — | — | — | — | CLASS A COMMON STOCK | 457,167 | 457,167 | D |
| COMMON MEMBERSHIP INTERESTSF1,F4 | $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 $35.00 to $35.50 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 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.
- F5This transaction was executed in multiple trades at prices ranging from $36.00 to $36.15. The price reported above reflects the weighted average sale price.