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Filing Details

Accession Number:
0001463932-17-000005
Form Type:
13D Filing
Publication Date:
2017-12-07 16:59:12
Filed By:
Meyer Daniel Harris
Company:
Shake Shack Inc. (NYSE:SHAK)
Filing Date:
2017-12-07
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Daniel H. Meyer 2,355,708 3,281,184 2,355,708 3,281,184 5,636,892 18.1%
GRAMERCY TAVERN CORP 8 2,690,263 10 2,690,263 2,690,263 9.2%
Daniel H. Meyer 8 590,921 10 590,921 590,921 2.2%
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*+


Shake Shack Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
819047 101
(CUSIP Number)

Daniel H. Meyer
c/o Shake Shack Inc.
24 Union Square East
5th Floor
New York, NY 10003
(646) 747-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 17, 2017
(Date of Event which Requires Filing of this Statement)
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), check the following box. o    
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*  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).
+ Represents (i) Amendment No. 5 to the Schedule 13D filed by Daniel H. Meyer, (ii) Amendment No. 4 to the Schedule 13D filed by Gramercy Tavern Corp. and (iii) Amendment No. 3 to the Schedule 13D filed by Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12


CUSIP No. 819047 101                Schedule 13D/A        

 
1
Names of Reporting Persons.
 
Daniel H. Meyer
 
2
Check the Appropriate Box if a Member of a Group
 
(a) o
 
(b) þ
 
3
SEC Use Only
 
 
4
Source of Funds
 
PF
 
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
 
6
Citizenship or Place of Organization
 
United States of America
 
Number of Shares
Beneficially Owned by
Each Reporting
Person With:
7
Sole Voting Power
 
2,355,708
 
8
Shared Voting Power
 
3,281,184
 
9
Sole Dispositive Power
 
2,355,708
 
10
Shared Dispositive Power
 
3,281,184
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,636,892
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Securities
 
o
 
13
Percent of Class Represented by Amount in Row (11)
 
18.1%
 
14
Type of Reporting Person
 
IN



CUSIP No. 819047 101                Schedule 13D/A        

 
1
Names of Reporting Persons.
 
GRAMERCY TAVERN CORP.(1)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) o
 
(b) þ
 
3
SEC Use Only
 
 
4
Source of Funds
 
WC
 
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
 
6
Citizenship or Place of Organization
 
New York
 
Number of Shares
Beneficially Owned by
Each Reporting
Person With:
7
Sole Voting Power
 
 
8
Shared Voting Power
 
2,690,263
 
9
Sole Dispositive Power
 
 
10
Shared Dispositive Power
 
2,690,263
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,690,263
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Securities
 
o
 
13
Percent of Class Represented by Amount in Row (11)
 
9.2%
 
14
Type of Reporting Person
 
CO
(1) Gramercy Tavern Corp. is an entity controlled by Mr. Meyer.



CUSIP No. 819047 101                Schedule 13D/A        

 
1
Names of Reporting Persons.
 
Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12
 
2
Check the Appropriate Box if a Member of a Group
 
(a) o
 
(b) þ
 
3
SEC Use Only
 
 
4
Source of Funds
 
OO (Cash from Trust)
 
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
 
6
Citizenship or Place of Organization
 
Illinois
 
Number of Shares
Beneficially Owned by
Each Reporting
Person With:
7
Sole Voting Power
 
 
8
Shared Voting Power
 
590,921
 
9
Sole Dispositive Power
 
 
10
Shared Dispositive Power
 
590,921
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
590,921
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Securities
 
o
 
13
Percent of Class Represented by Amount in Row (11)
 
2.2%
 
14
Type of Reporting Person
 
OO



CUSIP No. 819047 101                Schedule 13D/A        

Preliminary Note
This filing, dated December 7, 2017 (this "Amendment"), amends and supplements the Schedule 13Ds initially filed on February 17, 2015 for each of Daniel H. Meyer, Gramercy Tavern Corp. and Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12 (as amended and supplemented to date, the "Schedule 13Ds") relating to shares of Class A common stock, $0.001 par value per share (the "A-Common"), of Shake Shack Inc. (the "Issuer"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13Ds.


Item 4.        Purpose of Transaction

Item 4 of the Schedule 13Ds is hereby amended and supplemented as follows:

On November 17, 2017, the Daniel H. Meyer Investment Trust (the "Investment Trust") and J.P. Morgan Securities LLC entered into a stock trading plan (the "November 2017 10b5-1 Plan") designed to comply with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, and the Issuer's insider trading compliance policy. Mr. Meyer is the grantor, trustee and beneficiary of the Investment Trust. Under the November 2017 10b5-1 Plan, the Investment Trust may sell, beginning on December 18, 2017, up to 360,000 shares of A-Common through May 31, 2018, subject to the price, volume and other conditions set forth in the November 2017 10b5-1 Plan.


Item 5.        Interest in Securities of the Issuer


Item 5 of the Schedule 13Ds is amended and restated in its entirety as follows:

(a)-(b)

The aggregate percentage of shares of A-Common reported to be beneficially owned by the Reporting Persons is based upon a total of 26,504,407 shares of A-Common outstanding, which is the total number of shares of A-Common told by the Issuer to the Reporting Persons to be outstanding as of December 6, 2017.

At the close of business on December 6, 2017, the Reporting Persons may be deemed to beneficially own 5,636,892 shares of A-Common in the aggregate, constituting approximately 18.1% of the shares of A-Common outstanding, as set forth in further detail below:
Reporting Person
 
Amount beneficially owned
 
Percent of class
 
Sole power to vote or to direct the vote
 
Shared power to vote or to direct the vote
 
Sole power to dispose or to direct the disposition of
 
Shared power to dispose or to direct the disposition of
DANIEL H. MEYER(1)
 
5,636,892
 
18.1%
 
2,355,708
 
3,281,184
 
2,355,708
 
3,281,184
GRAMERCY TAVERN CORP.
 
2,690,263
 
9.2%
 
 
2,690,263
 
 
2,690,263
DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12(2)

 
590,921
 
2.2%
 
 
590,921
 
 
590,921

 
 

(1) Mr. Meyer disclaims beneficial ownership of shares of A-Common that are held by Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12. Includes securities that are held by the Daniel H. Meyer Investment Trust, of which Mr. Meyer serves as the grantor, trustee and beneficiary (the "Investment Trust").

(2) Audrey Meyer, Mr. Meyer's wife, and Jack Polsky are the Trustees of the Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12.

    


CUSIP No. 819047 101                Schedule 13D/A        

(c)    
The following table sets forth all transactions with respect to shares of A-Common effected in the past sixty days by each of the Reporting Persons.  Each day's sales comprised open market transactions made on that day, and the price per share reported for each sale is the weighted average sales price.
Reporting Person
 
Date of Transaction
 
Number of Shares Disposed
 
Price per Share
DANIEL H. MEYER*
 
11/3/2017
 
30,000

 
36.004(1)
DANIEL H. MEYER*
 
11/3/2017
 
5,000

 
$37.05
DANIEL H. MEYER*
 
11/6/2017
 
10,000

 
36.6604(2)
DANIEL H. MEYER*
 
11/9/2017
 
15,000

 
37.1128(3)
DANIEL H. MEYER*
 
11/10/2017
 
15,000

 
38.0845(4)
Total
 
 
 
75,000

 
 
*The transaction was effected by the Investment Trust.
(1) The transaction was executed in multiple trades at prices ranging from $35.70 to $36.37.
(2) The transaction was executed in multiple trades at prices ranging from $36.48 to $36.94.
(3) The transaction was executed in multiple trades at prices ranging from $37.00 to $37.46.
(4) The transaction was executed in multiple trades at prices ranging from $38.00 to $38.26.
(d)
None.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13Ds is hereby amended and supplemented as follows:
The disclosure under Item 4 relating to the November 2017 10b5-1 Plan is incorporated herein by reference. The description of the November 2017 10b5-1 Plan is qualified in its entirety by the copy of the November 2017 10b5-1 Plan filed as Exhibit 7.14, which is incorporated herein by reference.






CUSIP No. 819047 101                Schedule 13D/A        

Item 7.
Materials to be Filed as Exhibits

Item 7 of the Schedule 13Ds is hereby amended and supplemented as follows:



CUSIP No. 819047 101                Schedule 13D/A        

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: December 7, 2017
By:
  /s/ Ronald Palmese, Jr.
 
 
Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel H. Meyer
Dated: December 7, 2017
By:
  /s/ Ronald Palmese, Jr.
 
 
Ronald Palmese, Jr., Esq., Attorney-in-Fact for Gramercy Tavern Corp.

Dated: December 7, 2017
By:
  /s/ Ronald Palmese, Jr.
 
 
Ronald Palmese, Jr., Esq., Attorney-in-Fact for Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12