Robert Joseph Caruso‘s Select Equity Group has reported holding around 3.39 million shares of Shake Shack Inc (NYSE:SHAK) via a 13D filing with the US Securities and Exchange Commission. The filing showed that the position amasses 8.9% of the company’s common stock and is higher than the 2.44 million shares the fund reported in its 13F filing for the end of the fourth quarter. Select Equity added Shake Shack to its equity portfolio during the last three months of 2015.
Overall, Shake Shack was in 11 hedge funds’ portfolios at the end of the fourth quarter of 2015 (among the funds we track) and it registered a slight decrease in popularity as the number of funds with long positions declined by one over the quarter. Select Equity held the largest position, followed by Dirk Ziff’s ZBI Services, with a $21.2 million position. Other funds with long stakes include Joel Ramin’s 12 West Capital Management, Philippe Laffont’s Coatue Management and Ken Griffin’s Citadel Investment Group.
On the other hand, oe DiMenna’s ZWEIG DIMENNA PARTNERS dumped its stake in Shake Shack, worth close to $6.8 million in call options, and Frank Slattery’s Symmetry Peak Management was right behind this move, as the fund said goodbye to about $3.3 million worth of shares.
“The SEG Stockholders may sell A-Common Shares in market transactions during the Issuer’s current trading window, which opened on March 9, 2016 will close on March 30, 2016, unless shortened or extended by the Issuer. All such sales will be “Exempt Sales” under the Trading Agreement and therefore cannot exceed an aggregate of 50,000 shares for all SEG Stockholders on any trading day. Such sales will be subject to market conditions and the discretion of Select Equity (including as to sales price), and there can be no assurance as to the number of shares that may be sold by the SEG Stockholders during any trading day during the trading window,” the filing added.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Select Equity Group | 0 | 3,392,935 | 0 | 3,392,935 | 3,392,935 | 8.9% |
| SEG Partners | 0 | 303,559 | 0 | 303,559 | 303,559 | 0.8% |
| SEG Partners Holdings | 0 | 303,559 | 0 | 303,559 | 303,559 | 0.8% |
| SEG Partners II | 0 | 1,180,715 | 0 | 1,180,715 | 1,180,715 | 3.1% |
| SEG Partners II Holdings | 0 | 1,180,715 | 0 | 1,180,715 | 1,180,715 | 3.1% |
| SEG Partners Offshore Master Fund, Ltd. (98-1007715) | 0 | 1,908,661 | 0 | 1,908,661 | 1,908,661 | 5.0% |
| George S. Loening | 0 | 3,392,935 | 0 | 3,392,935 | 3,392,935 | 8.9% |
| Evan C. Guillemin | 8,251 | 0 | 8,251 | 0 | 8,251 | 0.02% |
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Page 1 of 15 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
______________
(Amendment No. 4)*
______________
Shake Shack Inc.
(Name of Issuer)
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
(Title of Class of Securities)
819047 101
(CUSIP Number)
(CUSIP Number)
James R. Berman
Select Equity Group, L.P.
Select Equity Group, L.P.
380 Lafayette Street, 6th Floor
New York, New York 10003
(212) 475-8335
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
(with copies to)
Michael A. Schwartz
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
March 9, 2016
(Date of Event Which Requires Filing of Statement on Schedule 13D)
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 2 of 15 Pages |
| (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Select Equity Group, L.P. (46-3465710) | |
| (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): AF | |
| (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |
| (6) Citizenship or Place of Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 0 |
| (8) Shared Voting Power 3,392,935 | |
| (9) Sole Dispositive Power 0 | |
| (10) Shared Dispositive Power 3,392,935 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,392,935 | |
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ | |
| (13) Percent of Class Represented by Amount in Row (11): 8.9%* | |
| (14) Type of Reporting Person (See Instructions): PN | |
Note: All share numbers on these cover pages presented on an as-converted basis.
* Beneficial ownership of the voting stock based on (i) 36,250,000 shares of Common Stock outstanding on an as-converted basis as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 plus (ii) 1,727,804 shares of Common Stock reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
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Page 3 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 3 of 15 Pages |
| (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): SEG Partners L.P. (13-3991804) | |
| (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): WC | |
| (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |
| (6) Citizenship or Place of Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 0 |
| (8) Shared Voting Power 303,559 | |
| (9) Sole Dispositive Power 0 | |
| (10) Shared Dispositive Power 303,559 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 303,559 | |
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ | |
| (13) Percent of Class Represented by Amount in Row (11): 0.8%* | |
| (14) Type of Reporting Person (See Instructions): PN | |
Note: All share numbers on these cover pages presented on an as-converted basis.
* Beneficial ownership of the voting stock based on (i) 36,250,000 shares of Common Stock outstanding on an as-converted basis as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 plus (ii) 1,727,804 shares of Common Stock reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
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Page 4 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 4 of 15 Pages |
| (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): SEG Partners Holdings, LLC (13-3991559) | |
| (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): AF | |
| (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |
| (6) Citizenship or Place of Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 0 |
| (8) Shared Voting Power 303,559 | |
| (9) Sole Dispositive Power 0 | |
| (10) Shared Dispositive Power 303,559 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 303,559 | |
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ | |
| (13) Percent of Class Represented by Amount in Row (11): 0.8%* | |
| (14) Type of Reporting Person (See Instructions): OO | |
Note: All share numbers on these cover pages presented on an as-converted basis.
* Beneficial ownership of the voting stock based on (i) 36,250,000 shares of Common Stock outstanding on an as-converted basis as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 plus (ii) 1,727,804 shares of Common Stock reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
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Page 5 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 5 of 15 Pages |
| (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): SEG Partners II, L.P. (82-0575314) | |
| (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): WC | |
| (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |
| (6) Citizenship or Place of Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 0 |
| (8) Shared Voting Power 1,180,715 | |
| (9) Sole Dispositive Power 0 | |
| (10) Shared Dispositive Power 1,180,715 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,180,715 | |
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ | |
| (13) Percent of Class Represented by Amount in Row (11): 3.1%* | |
| (14) Type of Reporting Person (See Instructions): PN | |
Note: All share numbers on these cover pages presented on an as-converted basis.
* Beneficial ownership of the voting stock based on (i) 36,250,000 shares of Common Stock outstanding on an as-converted basis as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 plus (ii) 1,727,804 shares of Common Stock reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
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Page 6 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 6 of 15 Pages |
| (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): SEG Partners II Holdings, LLC (82-0575310) | |
| (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): AF | |
| (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |
| (6) Citizenship or Place of Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 0 |
| (8) Shared Voting Power 1,180,715 | |
| (9) Sole Dispositive Power 0 | |
| (10) Shared Dispositive Power 1,180,715 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,180,715 | |
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ | |
| (13) Percent of Class Represented by Amount in Row (11): 3.1%* | |
| (14) Type of Reporting Person (See Instructions): OO | |
Note: All share numbers on these cover pages presented on an as-converted basis.
* Beneficial ownership of the voting stock based on (i) 36,250,000 shares of Common Stock outstanding on an as-converted basis as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 plus (ii) 1,727,804 shares of Common Stock reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
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Page 7 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 7 of 15 Pages |
| (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): SEG Partners Offshore Master Fund, Ltd. (98-1007715) | |
| (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): WC | |
| (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |
| (6) Citizenship or Place of Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 0 |
| (8) Shared Voting Power 1,908,661 | |
| (9) Sole Dispositive Power 0 | |
| (10) Shared Dispositive Power 1,908,661 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,908,661 | |
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ | |
| (13) Percent of Class Represented by Amount in Row (11): 5.0% | |
| (14) Type of Reporting Person (See Instructions): OO | |
Note: All share numbers on these cover pages presented on an as-converted basis.
* Beneficial ownership of the voting stock based on (i) 36,250,000 shares of Common Stock outstanding on an as-converted basis as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 plus (ii) 1,727,804 shares of Common Stock reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
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Page 8 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 8 of 15 Pages |
| (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): George S. Loening | |
| (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): AF | |
| (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |
| (6) Citizenship or Place of Organization: United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 0 |
| (8) Shared Voting Power 3,392,935 | |
| (9) Sole Dispositive Power 0 | |
| (10) Shared Dispositive Power 3,392,935 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,392,935 | |
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ | |
| (13) Percent of Class Represented by Amount in Row (11): 8.9%* | |
| (14) Type of Reporting Person (See Instructions): IN | |
Note: All share numbers on these cover pages presented on an as-converted basis.
* Beneficial ownership of the voting stock based on (i) 36,250,000 shares of Common Stock outstanding on an as-converted basis as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 plus (ii) 1,727,804 shares of Common Stock reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
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Page 9 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 9 of 15 Pages |
| (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Evan C. Guillemin | |
| (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): OO | |
| (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |
| (6) Citizenship or Place of Organization: United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 8,251 |
| (8) Shared Voting Power 0 | |
| (9) Sole Dispositive Power 8,251 | |
| (10) Shared Dispositive Power 0 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 8,251 | |
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ | |
| (13) Percent of Class Represented by Amount in Row (11): 0.02%* | |
| (14) Type of Reporting Person (See Instructions): IN | |
Note: All share numbers on these cover pages presented on an as-converted basis.
* Beneficial ownership of the voting stock based on (i) 36,250,000 shares of Common Stock outstanding on an as-converted basis as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 plus (ii) 1,727,804 shares of Common Stock reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
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Page 10 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 10 of 15 Pages |
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is being filed with respect to the Class A Common Stock, $0.001 par value (the “A-Common”), of Shake Shack, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on February 17, 2015, as previously amended by Amendment No. 1 to Schedule 13D filed on August 20, 2015, Amendment No. 2 to Schedule 13D filed on November 13, 2015 and Amendment No. 3 to Schedule 13D filed on November 16, 2015 (as amended by this Amendment No. 4, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is amended to reflect the following:
The SEG Stockholders may sell A-Common Shares in market transactions during the Issuer’s current trading window, which opened on March 9, 2016 will close on March 30, 2016, unless shortened or extended by the Issuer. All such sales will be “Exempt Sales” under the Trading Agreement and therefore cannot exceed an aggregate of 50,000 shares for all SEG Stockholders on any trading day. Such sales will be subject to market conditions and the discretion of Select Equity (including as to sales price), and there can be no assurance as to the number of shares that may be sold by the SEG Stockholders during any trading day during the trading window.
Except as disclosed in the Schedule 13D, none of the members of the SEG Group, including none of the Reporting Persons, has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to their investments in the Issuer as they deem appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.
| ITEM 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Items 5(a) and 5(b) of the Schedule 13D are amended to reflect the following:
As of the date of this Amendment No. 4, (i) SEG is the record owner of 238,127 shares of B-Common and LLC Interests, (i) SEG II is the record owner of 867,658 shares of B-Common and LLC Interests, (iii) SEG Offshore is the record owner of 1,908,661 shares of A-Common, and (iv) Mr. Guillemin is the record owner of the Guillemin Options. Each member of the SEG Group beneficially owns the number of shares of A-Common, on an as-converted basis, as set forth below. The percentage of A-Common beneficially owned by each such member of the SEG Group is based on (i) 36,250,000 shares of A-Common outstanding, on an as-converted basis, as of October 30, 2015, as reported in the Issuer’s Form 10-Q for the quarter
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Page 11 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 11 of 15 Pages |
ended September 30, 2015 plus (ii) 1,727,804 shares of A-Common reported issued by the Issuer in its Form 8-K filed on January 20, 2016.
| Reporting Persons | Number of Shares With Sole Voting and Dispositive Power | Number* of Shares With Shared Voting and Dispositive Power | Aggregate Number* of Shares Beneficially Owned | Percentage of Class Beneficially Owned |
| Select Equity | 0 | 3,392,935 | 3,392,935 | 8.9% |
| SEG | 0 | 303,559 | 303,559 | 0.8% |
| SEG Holdings | 0 | 303,559 | 303,559 | 0.8% |
| SEG II | 0 | 1,180,715 | 1,180,715 | 3.1% |
| SEG II Holdings | 0 | 1,180,715 | 1,180,715 | 3.1% |
| SEG Offshore | 0 | 1,908,661 | 1,908,661 | 5.0% |
| George S. Loening | 0 | 3,392,935 | 3,392,935 | 8.9% |
| Evan C. Guillemin | 8,251 | 0 | 8,251 | 0.02% |
| Other directors and officers of SEG Offshore | 0 | 1,908,661 | 1,908,661 | 5.0% |
*All share numbers presented in this table assume full conversion of B-Common and LLC Interests to A-Common.
Due to their relationships with the SEG Direct Holders, each of Select Equity, SEG Holdings, SEG II Holdings and Mr. Loening may be deemed to have shared voting and investment power with respect to the Equity Interests beneficially owned by the SEG Direct Holders. As such, Select Equity, SEG Holdings, SEG II Holdings and Mr. Loening may be deemed to have shared beneficial ownership over such Equity Interests. SEG and SEG Holdings disclaim beneficial ownership of the Equity Interests held directly by SEG II and SEG Offshore; SEG II and SEG II Holdings disclaim beneficial ownership of the Equity Interests held directly by SEG and SEG Offshore; and SEG Offshore disclaims beneficial ownership of the Equity Interests held directly by SEG and SEG II.
Additionally, by virtue of the various agreements and arrangements among the SEG Funds described in this Schedule 13D and the other members of (i) the Voting Group (the other members of the Voting Group, the “Non-SEG Voting Members”) and (ii) the Trading Group (as defined below) (the other members of the Trading Group, the “Non-SEG Trading Members”), the Non-SEG Voting Members and the Non-SEG Trading Members may be deemed to be members of a “group” with the Reporting Persons. None of the Non-SEG Voting Members nor Non-SEG Trading Members are Reporting Persons on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act would have to be satisfied on
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Page 12 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 12 of 15 Pages |
one or more separate filings. To the extent that any Non-SEG Voting Member or Non-SEG Trading Member beneficially owns Equity Interests, the Reporting Persons may be deemed to beneficially own any such Equity Interests, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.
Item 5(c) of the Schedule 13D is amended to reflect the following:
The following table reflects all shares sold by the Reporting Persons within the last 60 days. The sales were made in market transactions, and the price received exclude commissions.
| Reporting Person | Date | Shares Sold | Price |
| SEG | 3/9/16 | 4,670 | $36.11 |
| SEG Offshore | 3/9/16 | 45,330 | $36.11 |
| SEG | 3/10/16 | 6,654 | $35.30 |
| SEG Offshore | 3/10/16 | 43,346 | $35.30 |
| SEG | 3/11/16 | 4,470 | $34.69 |
| SEG Offshore | 3/11/16 | 28,115 | $34.69 |
| SEG II | 3/11/16 | 17,415 | $34.69 |
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Page 13 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 13 of 15 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.
Dated as of March 11, 2016
| SELECT EQUITY GROUP, L.P. | |||
| By: Select Equity GP, LLC, its general partner | |||
| By: /s/ George Loening | Date: March 11, 2016 | ||
| SEG PARTNERS L.P. | |||
| By: SEG Partners Holdings, LLC, its general partner | |||
| By: /s/ George Loening | Date: March 11, 2016 | ||
| SEG PARTNERS HOLDINGS, LLC | |||
| By: /s/ George Loening | Date: March 11, 2016 | ||
| SEG PARTNERS II, L.P. | |||
| By: SEG Partners II Holdings, LLC, its general partner | |||
| By: /s/ George Loening | Date: March 11, 2016 | ||
| SEG PARTNERS II HOLDINGS, LLC | |||
| By: /s/ George Loening | Date: March 11, 2016 | ||
| SEG PARTNERS OFFSHORE MASTER FUND, LTD. | |||
| By: /s/ George Loening | Date: March 11, 2016 | ||
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Page 14 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 14 of 15 Pages |
| GEORGE S. LOENING | |||
| By: /s/ George Loening | Date: March 11, 2016 | ||
| EVAN C. GUILLEMIN | |||
| By: /s/ Evan C. Guillemin | Date: March 11, 2016 | ||
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Page 15 of 15 SEC Filing
| CUSIP No. 819047 101 | Schedule 13D | Page 15 of 15 Pages |
SCHEDULE 1
Directors and Executive Officers of SEG Offshore
George S. Loening – Director
Martin J. Lang – Director
Grant Jackson – Director
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